Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document; (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 Six; (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or (viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2021-A), Indenture (Mercedes-Benz Auto Lease Trust 2021-A)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior written notice to each Rating Agency, subject to Section 9.06, the Rating Agencies, at any time Issuer and from time to time, the Indenture Trustee may enter into one or more indentures supplemental heretoto this Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person person to the IssuerIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Issuer herein in this Indenture and in the Notes containedin compliance with the applicable provisions of this Indenture;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power herein conferred upon on the IssuerIssuer in this Indenture;
(iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, ambiguity or mistake;
(vi) to correct or supplement any provision herein in this Indenture or in any supplemental indenture that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or the other Transaction Documents;
(vii) to conform this Indenture to the final prospectus supplement issued in any offering document used in connection with the initial offer and sale respect of the Notes or other 2021-A Basic Documentreferred to in the Adoption Annex;
(viviii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to modify, eliminate, or add to or change any of the provisions of this Indenture as shall be necessary required by any Rating Agency or any other nationally recognized statistical rating organization to facilitate the administration maintain or improve any rating of the trusts hereunder by more than one trustee, pursuant to the requirements of Article SixNotes;
(viiix) to modify, eliminate eliminate, or add to the provisions of this Indenture to such comply with any requirement imposed by the Code;
(x) to modify, eliminate, or add to the provisions of this Indenture to the extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viiixi) to provide for the acceptance of the appointment of a successor trustee under this Indenture and to add any provision to, to or change in any manner or eliminate any of the provisions of, of this Indenture or necessary to modify in any manner facilitate the rights administration of the Holders of Notes trusts under this Indenture; providedIndenture by more than one trustee, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered pursuant to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes requirements of Section 1001 of the CodeArticle VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained in it.
(b) A supplemental indenture shall be deemed not to materially adversely affect Without the interests consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with satisfaction of the Rating Agency Condition or (ii) obtains in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and delivers to the Indenture Trustee an Opinion of Counsel may enter into indentures supplemental to this Indenture to change this Indenture in any manner or an Officer’s Certificate to modify the rights of the Issuer, in either case Noteholders or the Credit Enhancer under this Indenture except (x) amendments that pursuant to Section 9.02 require the effect consent of each affected Noteholder and (y) amendments that the supplemental indenture would not materially adversely affect in any material respects the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (CWABS Revolving Home Equity Loan Trust, Series 2004-E), Indenture (CWABS Revolving Home Equity Loan Trust, Series 2004-F)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212023-A Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2023-A), Indenture (Mercedes-Benz Auto Lease Trust 2023-A)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures indenture supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(ia) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(iib) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed;
(c) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person to the IssuerTrust to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer Trust herein and in the Notes contained;
(iiid) to add to the covenants of the IssuerTrust, for the benefit of the NoteholdersHolders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the IssuerTrust;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(ve) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect in any supplemental indenture or in any offering document used in connection with material respect the initial offer and sale interests of the Holders of the Notes or other 2021-A Basic Document;
(vi) the Certificateholders; PROVIDED, that the amendment shall be deemed not to evidence and provide for adversely affect in any material respect the acceptance interests of the appointment hereunder by a successor trustee with respect to Holders of the Notes and to add to or change any the Note Insurer if the Person requesting the amendment obtains written confirmation of the provisions of this Indenture as shall be necessary to facilitate the administration satisfaction of the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six;Rating Agency Condition; or
(viif) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedTIA.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Accredited Mort Loan Trust Asset Back Notes Series 2003-1), Indenture (Accred Home LNDRS Inc Ac Mor Ln Tr 2002-1 as Bk Nt Se 2002-1)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes;
(iii) to add to the covenants of the Issuer, Issuer for the benefit of the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Documentindenture;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and the Indenture 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 Six;VI; and
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or TIA, and the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, at any time and from time to time enter into one or more indentures supplemental indenture hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall be deemed not to materially not, as evidenced by an Officer's Certificate, adversely affect in any material respect the interests of any Noteholder if the Person requesting unless such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any NoteholderNoteholders' consent is obtained.
Appears in 2 contracts
Samples: Indenture (Wodfi LLC), Indenture (Wodfi LLC)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212016-A B Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2b) cause the Notes to be characterized other than as indebtedness for federal income tax purposes and (3c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2016-B), Indenture (Mercedes-Benz Auto Lease Trust 2016-B)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when authorized by an Issuer Order and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter into one or more supplemental indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:: 52 (2024-B Indenture)
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any offering document used in connection with supplemental indenture; provided, that such action shall not adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic DocumentHolders of the Notes;
(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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeTIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Hyundai Auto Receivables Trust 2024-B), Indenture (Hyundai Auto Receivables Trust 2024-B)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Orderthe resolutions of the Board of Directors, and the Trustee may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;
(iia) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person to the Issuer, Company and the assumption by any such successor of the covenants of the Issuer Company herein and in the Notes contained;Notes; or
(iiib) to add to the covenants of the Issuer, Company for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;Company; or
(ivc) to convey, transfer, assign, mortgage evidence or pledge any property provide for the acceptance of appointment hereunder by a successor Txxxxxx with respect to or with the Indenture Trustee;Notes; or
(vd) to cure any ambiguity, defect or inconsistency or make any change necessary to conform the indenture to the section “Description of Notes” contained in the offering circular dated May 30, 2007, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein herein, or in to make any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the Notes and provisions of this Indenture; or
(e) to add to to, change or change eliminate any of the provisions of this Indenture as shall be necessary to permit or facilitate the administration issuance of Global Notes and matters related thereto, provided that such action pursuant to this clause (e) shall not adversely affect the interests of the trusts hereunder by more than one trustee, holders in any material respect; or
(f) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Article Six;Section 14.07 and the redemption obligations of the Company pursuant to the requirements of Section 3.01(e); or
(viig) to modify, eliminate provide for the issuance of Additional Notes in accordance with the provisions of this Indenture; or
(h) to modify or add to amend any of the provisions of this Indenture to such extent as shall be necessary to effect permit the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Trust Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionAct; or
(viiii) to add make any provision to, or other change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner that does not adversely affect the rights of any holder. Upon the Holders written request of Notes under this Indenture; providedthe Company, however, that no such supplemental indenture (A) may materially adversely affect accompanied by a copy of the interests resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to supplemental indenture, the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained.
(b) A contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture shall that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.01 may be deemed not to materially adversely affect executed by the interests Company and the Trustee without the consent of the holders of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the IssuerNotes at the time outstanding, in either case to notwithstanding any of the effect that the supplemental indenture would not materially adversely affect the interests provisions of any NoteholderSection 10.02.
Appears in 2 contracts
Samples: Indenture (Nii Holdings Inc), Indenture (Nii Holdings Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212019-A B Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2019-B), Indenture (Mercedes-Benz Auto Lease Trust 2019-B)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212016-A Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2b) cause the Notes to be characterized other than as indebtedness for federal income tax purposes and (3c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2016-A), Indenture (Mercedes-Benz Auto Lease Trust 2016-A)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of any holders of the Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the Noteholdersholders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with supplemental indenture; provided that such action shall not materially adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic Document;holders of the Notes; 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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeVI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Administrator, on behalf of the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the holders of the Notes but upon satisfying the Rating Agency Condition, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture, including modifying in any manner the rights of the holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate holder of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any NoteholderNotes.
Appears in 2 contracts
Samples: Indenture (National Collegiate Student Loan Trust 2004-2), Indenture (National Collegiate Student Loan Trust 2005-1)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes;
(iii) to add to the covenants of the Issuer, Issuer for the benefit of the NoteholdersSecurityholders, 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 Indenture Trustee;
(v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or herein, in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee or additional Indenture Trustee with respect to the Notes or any class thereof 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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or TIA, and the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect The Issuer and the interests Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with prior notice to the Rating Agency Condition Agencies, at any time and from time to time enter into one or (ii) obtains and delivers to more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture Trustee or modifying in any manner the rights of the Noteholders under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel or an Officer’s Certificate of the IssuerCounsel, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (First Security Bank Na), Indenture (First Security Auto Owner Trust 1999 1)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when authorized by an Issuer Order and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter into one or more supplemental indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus or to make any other provisions with respect to matters or questions arising under this Indenture or in any offering document used in connection with supplemental indenture; provided, that such action shall not adversely affect the initial offer and sale interests of the Notes or other Holders of the Notes; 52 (2021-A Basic Document;C Indenture)
(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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeTIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect The Issuer and the interests Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if of the Person requesting such Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture subject to the satisfaction of one of the following conditions:
(i) has satisfied the Rating Agency Condition or (ii) obtains and Issuer delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of to the Issuer, in either case Indenture Trustee to the effect that the supplemental indenture would such amendment will not materially and adversely affect the interests of the Noteholders; or
(ii) the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any NoteholderOutstanding Class of Notes) with respect to such action.
(c) Notwithstanding anything under this Section 9.01, in Section 9.02 or in any other Basic Document to the contrary, to the extent permitted by the TIA, this Indenture may be amended by the Issuer without the consent of the Indenture Trustee, the Calculation Agent, the Owner Trustee, any Noteholder or any other Person and without satisfying any other amendment provisions of this Indenture or any other Basic Document solely in connection with any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the Owner Trustee’s or Indenture Trustee’s rights, indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes. 53 (2021-C Indenture)
Appears in 2 contracts
Samples: Indenture (Hyundai Auto Receivables Trust 2021-C), Indenture (Hyundai Auto Receivables Trust 2021-C)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Noteholders of any Notes but with prior notice to the Rating Agencies and the prior written consent of the Enhancer (which consent shall not be unreasonably withheld and so long as no Enhancer Default exists), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating AgenciesRequest, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien 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 the NoteholdersNoteholders or the Enhancer, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct any error or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Documentindenture;
(vi) 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 materially and adversely affect the interests of the Noteholders or the Enhancer (as evidenced by an Opinion of Counsel);
(vii) 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 Six;VI; or
(viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this IndentureTIA; provided, however, that no such supplemental indenture (A) may materially adversely affect shall be entered into unless the interests of any Noteholder and (B) will be permitted unless Indenture Trustee shall have received an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the execution of such supplemental indenture will not cause (1) give rise to any material adverse tax consequence to the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposesNoteholders, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeincluding any Adverse REMIC Event. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, without the consent of any Noteholder but with prior notice to the Rating Agencies and the Enhancer, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of any Noteholder if or the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition Enhancer or (ii) obtains and delivers cause the Issuer to the Indenture Trustee be subject to an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholderentity level tax.
Appears in 2 contracts
Samples: Indenture (Gmacm Home Equity Loan Trust 2005-He2), Indenture (Gmacm Home Equity Loan Trust 2004-He5)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212020-A Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2020-A), Indenture (Mercedes-Benz Auto Lease Trust 2020-A)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior written notice to each Rating Agency, subject to Section 9.06, the Rating Agencies, at any time Issuer and from time to time, the Indenture Trustee may enter into one or more indentures supplemental heretoto this Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposes:
: (i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional property;
Indenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person person to the IssuerIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Issuer herein in this Indenture and in the Notes contained;
in compliance with the applicable provisions of this Indenture; (iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power herein conferred upon on the Issuer;
Issuer in this Indenture; (iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;
; (v) to cure any ambiguity, to correct or supplement any provision herein in this Indenture or in any supplemental indenture that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
Transaction Documents; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to modify, eliminate, or add to or change any of the provisions of this Indenture as shall be necessary required by any Rating Agency or any other nationally recognized statistical rating organization to facilitate the administration maintain or improve any rating of the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six;
Notes; (vii) to modify, eliminate eliminate, or add to the provisions of this Indenture to such comply with any requirement imposed by the Code; (viii) to modify, eliminate, or add to the provisions of this Indenture to the extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA TIA; or (ix) to provide for the rules and regulations acceptance of the Commission; or
(viii) appointment of a successor trustee under this Indenture and to add any provision to, to or change in any manner or eliminate any of the provisions of, of this Indenture or necessary to modify in any manner facilitate the rights administration of the Holders of Notes trusts under this Indenture; providedIndenture by more than one trustee, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered pursuant to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes requirements of Section 1001 of the CodeArticle VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied contained in it. No amendment that satisfies the Rating Agency Condition or (ii) obtains and delivers shall, for purposes of this Section, be considered to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
(b) Without the consent of any of the Noteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and the Indenture Trustee may enter into indentures supplemental to this Indenture to change this Indenture in any manner or to modify the rights of the Noteholders or the Credit Enhancer under this Indenture except amendments that pursuant to Section 9.02 require the consent of each affected Noteholder.
Appears in 2 contracts
Samples: Indenture (Cwabs Inc), Indenture (Cwabs Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with the consent of the Rating Agencies, with prior written notice to the Rating Agencies, Agencies at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any (i) offering document used in connection with the initial offer and sale of the Notes or to add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other 2021-A provisions of this Indenture or (ii) other Basic DocumentDocument with respect to matters or questions arising under this Indenture or in any supplemental indenture;
(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 Six;; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this IndentureTIA; provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified characterized for federal income tax purposes as an association or a publicly traded partnership taxable as a corporation for or otherwise have any material adverse impact on the federal income tax purposes, taxation of any Notes Outstanding or any Noteholder. A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if (2i) the Notes Person requesting such supplemental indenture obtains and delivers to be characterized other than as indebtedness for federal income tax purposes and the Indenture Trustee an Opinion of Counsel to that effect or (3ii) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeRating Agency Condition is satisfied. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Pooled Auto Securities Shelf LLC), Indenture (Wachovia Auto Owner Trust 2005-B)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212024-A Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
(c) Notwithstanding anything in this Section 9.01, in Section 9.02 or in any 2024-A Basic Document to the contrary, this Indenture (including the defined terms set forth in Appendix A to the Exchange Note Supplement and used herein) may be amended by the Issuer, the Indenture Trustee and the Note Paying Agent (when so directed by an Issuer Order), without the consent of the Noteholders or any other Person and without satisfying any other amendment provisions of this Indenture or any other 2024-A Basic Document, to implement any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes; provided, that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the rights, indemnities or obligations of the Owner Trustee, the Indenture Trustee or the Note Paying Agent without the Owner Trustee's, the Indenture Trustee's or the Note Paying Agent's consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2024-A), Indenture (Mercedes-Benz Auto Lease Trust 2024-A)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice Notwithstanding anything to the Rating Agenciescontrary provided for in Section 11.1 hereof, the Issuer, at any time and from time to time, may, without the consent of the Noteholders, enter into one or more indentures supplemental hereto, hereto in form satisfactory to the Indenture Trustee, Trustee for any of the following purposes:
(ia) to establish the form and terms of Notes permitted by Sections 2.1 and 2.5; or
(b) to evidence the succession of another entity to the Issuer and the assumption by any such successor of the covenants of the Issuer herein contained; or
(c) to evidence the succession of a new Indenture Trustee hereunder pursuant to Section 8.9; or
(d) to add further covenants of the Issuer and any restrictions, conditions or provisions as the Board of Directors of the Issuer shall consider to be for the protection of the Noteholders, and to make the occurrence, or the occurrence and continuance of a default in any such covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; or
(e) to convey, transfer and assign to the Indenture Trustee properties or assets to secure the Notes, and to correct or amplify the description of any property at any time subject to this Indenture or the Lien of this Indenture, Transaction Documents or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;or the Transaction Documents; or
(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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(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 Six;
(viif) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture qualify it under the TIA Trust Indenture Act, if necessary, or under any similar United States federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required permitted by the TIA or Trust Indenture Act, excluding, however, the rules and regulations provisions referred to in Section 316(a)(2) of the CommissionTrust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar United States federal statute hereafter enacted; or
(viiig) to add permit or facilitate the issuance of Notes in uncertificated form; or
(h) to cure any ambiguity, to correct or supplement any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or the Transaction Documents that may be defective or inconsistent with any other provision herein, or to modify in make any manner the rights of the Holders of Notes other provisions with respect to matters or questions arising under this Indenture; provided, however, that no provided such supplemental indenture (A) may materially action shall not adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 interest of the Code. The Indenture Trustee is hereby authorized to join Noteholders or the Insurer in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedmaterial respect.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Brasil Telecom Holding Co), Indenture (Brasil Telecom Sa)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212018-A Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2b) cause the Notes to be characterized other than as indebtedness for federal income tax purposes and (3c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2018-A), Indenture (Mercedes-Benz Auto Lease Trust 2018-A)
Supplemental Indentures Without Consent of Noteholders. (a) The This Indenture may be amended from time to time by a written amendment duly executed and delivered by the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to Noteholder[, the Rating Agencies, at any time and from time to time, enter into one Swap Counterparty] or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this IndenturePerson; provided, however, that no (i) any such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless amendment shall not, as evidenced by an Opinion of Counsel is to the Issuer delivered to the Indenture Trustee to Trustee, adversely affect in any material respect the effect that such supplemental indenture will not cause interests of the Noteholders or (1ii) the Rating Agency Condition is satisfied with respect to such amendment and the Issuer notifies (or causes the Servicer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2notify) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee in writing that the Rating Agency Condition is hereby authorized satisfied with respect to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedamendment.
(b) A supplemental indenture shall Any term or provision of this Indenture may also be deemed not amended from time to materially adversely affect time by the interests Issuer and the Indenture Trustee, when authorized by an Issuer Order, for the purpose of any Noteholder if conforming the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers terms of this Indenture to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of description thereof in the IssuerProspectus or, in either case to the effect that extent not contrary to the supplemental indenture would not materially adversely affect Prospectus, to the interests description thereof in an offering memorandum with respect to [any Retained Notes or] the Certificates without the consent of any Noteholder, or any other Person[; provided, however, that the Issuer shall provide (or cause the Servicer to provide) written notification of the substance of such amendment to the Swap Counterparty].
(c) Prior to the execution of any amendment or consent pursuant to this Section 9.1, the Servicer shall provide written notification of the substance of such amendment or consent to each Rating Agency [and the Swap Counterparty].
(d) Promptly after the execution of any amendment to this Indenture, the Seller shall furnish an executed copy of such amendment to each Rating Agency [and the Swap Counterparty].
(e) [Notwithstanding anything under this Section 9.1, in Section 9.2 or in any other Transaction Document to the contrary, to the extent permitted by the TIA, this Indenture may be amended by the Issuer without the consent of the Indenture Trustee, the Calculation Agent, the Owner Trustee, any Noteholder or any other Person and without satisfying any other amendment provisions of this Indenture or any other Transaction Document solely in connection with any [SOFR] Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided, that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such [SOFR] Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the Owner Trustee’s or Indenture Trustee’s rights, indemnities or obligations without the Owner Trustee’s or Indenture Trustee’s consent, respectively. For the avoidance of doubt, any [SOFR] Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any [SOFR] Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.]
Appears in 2 contracts
Samples: Indenture (Carmax Auto Funding LLC), Indenture (Carmax Auto Funding LLC)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to the Rating Agency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with supplemental indenture; provided, that such action shall not adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic DocumentHolders of the Notes;
(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 Six;VI; or
(vii) if required by law, to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeTIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect The Issuer and the interests Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Holders of the Notes but with prior notice to the Rating Agency Condition Agency, enter into an indenture or (ii) obtains and delivers to indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture Trustee or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel or an Officer’s Certificate of the IssuerCounsel, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Nal Financial Group Inc), Indenture (Nal Financial Group Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212024-A B Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
(c) Notwithstanding anything in this Section 9.01, in Section 9.02 or in any 2024-B Basic Document to the contrary, this Indenture (including the defined terms set forth in Appendix A to the Exchange Note Supplement and used herein) may be amended by the Issuer, the Indenture Trustee and the Note Paying Agent (when so directed by an Issuer Order), without the consent of the Noteholders or any other Person and without satisfying any other amendment provisions of this Indenture or any other 2024-B Basic Document, to implement any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes; provided, that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the rights, indemnities or obligations of the Owner Trustee, the Indenture Trustee or the Note Paying Agent without the Owner Trustee's, the Indenture Trustee's or the Note Paying Agent's consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2024-B), Indenture (Mercedes-Benz Auto Lease Trust 2024-B)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A B Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2021-B), Indenture (Mercedes-Benz Auto Lease Trust 2021-B)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A 201_-[__] Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2b) cause the Notes to be characterized other than as indebtedness for federal income tax purposes and (3c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Daimler Trust), Indenture (Daimler Trust)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of any holders of the Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the Noteholdersholders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with supplemental indenture; provided that such action shall not materially adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic Document;holders of the Notes; 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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeVI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Administrator, on behalf of the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the holders of the Notes but upon satisfying the Rating Agency Condition, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture including changing the Auction Procedures for the Auction Rate Notes, or of modifying in any manner the rights of the holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate holder of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any NoteholderNotes.
Appears in 2 contracts
Samples: Indenture (National Collegiate Student Loan Trust 2004-1), Indenture (National Collegiate Funding LLC)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Issuer, the Guarantors and the Indenture Trustee, when authorized by an Issuer Order, Trustee may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, and at any time enter into an indenture or indentures supplemental to this Indenture without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(ia) to correct or amplify the description of any property at any time subject evidence a successor to the Lien Issuer as obligor or to any of the Guarantors as guarantor under this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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;
(iiib) to add to the covenants of the IssuerIssuer or any Guarantor, for the benefit of the Noteholders, Holders of the Notes or to surrender any right or power herein conferred upon the IssuerIssuer or any Guarantor in this Indenture or in the Notes;
(ivc) to conveyadd Events of Default for the benefit of the Holders of the Notes;
(d) to amend or supplement any provisions of this Indenture, transferincluding any provision relating to the transfer and legending of Notes or to the extent necessary to permit or facilitate defeasance and discharge of any series of the Notes; provided, assign, mortgage that no amendment or pledge supplement shall materially adversely affect the interests of the Holders of any property Notes then outstanding;
(e) to secure the Notes;
(f) to provide for the acceptance of appointment of a successor Trustee or with facilitate the administration of the trusts under this Indenture by more than one Trustee;
(vg) to provide for rights of Holders of Notes if any consolidation or merger of the Issuer occurs or any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer and its Subsidiaries, taken as a whole, occurs;
(h) to cure any ambiguity, to correct defect or supplement any provision herein or inconsistency in any supplemental indenture this Indenture; provided, that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale action shall not adversely affect the interests of the Holders of the Notes or other 2021-A Basic Documentin any material respect;
(vii) to evidence and provide for the acceptance issuance of Additional Notes in accordance with the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of limitations set forth in 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 SixIndenture;
(viij) to modify, eliminate or add to comply with any requirement of the provisions of this Indenture to such extent as shall be necessary Commission in order to effect or maintain the qualification of this Indenture under the TIA Trust Indenture Act;
(k) to conform the text of this Indenture, any Guarantee or under the Notes to any similar federal statute hereafter enacted and provision of the description thereof set forth in the Offering Memorandum to add the extent that such provision in the Offering Memorandum, as supplemented by the related term sheet, was intended to be a verbatim recitation of a provision in this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionNotes; or
(viiil) to add any provision to, or change in any manner or eliminate any additional Guarantors for the benefit of Holders of the provisions of, this Indenture or to modify in any manner Notes. Upon the rights written request of the Holders Issuer, accompanied by a copy of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests resolutions of the Board of Directors of the Parent authorizing the execution of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to supplemental indenture, the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not contained and to materially adversely affect accept the interests conveyance, transfer and assignment of any Noteholder if property thereunder, but the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains Trustee shall not be obligated to, but may in its discretion and delivers to the Indenture Trustee may in reliance on an Opinion of Counsel Counsel, enter into any supplemental indenture that affects the Trustee’s own rights, duties or an Officer’s Certificate immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, in either case to the effect that Guarantors and the supplemental indenture would not materially adversely affect Trustee without the interests consent of the Holders of any Noteholderof the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02 hereof.
Appears in 2 contracts
Samples: Indenture (Sabra Health Care REIT, Inc.), Indenture (Care Capital Properties, Inc.)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212017-A Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2b) cause the Notes to be characterized other than as indebtedness for federal income tax purposes and (3c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2017-A), Indenture (Mercedes-Benz Auto Lease Trust 2017-A)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any the Holders of any Notes but Notes, with prior written notice to the Rating AgenciesAgencies and the Administrator, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or to add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other 2021-A Basic Documentprovisions of this Indenture;
(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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this IndentureTIA; provided, however, that (i) no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder Noteholder, and (Bii) no such supplemental indenture will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and as an association taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Notes Outstanding or any Noteholder. A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if (3i) the Notes Person requesting such supplemental indenture obtains and delivers to be deemed the Indenture Trustee an Opinion of Counsel to have been exchanged for purposes of Section 1001 of that effect or (ii) the CodeRating Agency Condition is satisfied. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (CarMax Auto Owner Trust 2011-3), Indenture (CarMax Auto Owner Trust 2011-2)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Noteholders of any Notes but with prior notice to the Rating Agencies and the prior written consent of the Credit Enhancer (which consent shall not be unreasonably withheld and so long as no Credit Enhancer Default exists), the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating AgenciesRequest, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien 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 the NoteholdersNoteholders or the Credit Enhancer, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct any error or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Documentindenture;
(vi) 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 materially and adversely affect the interests of the Noteholders or the Credit Enhancer (as evidenced by an Opinion of Counsel);
(vii) 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 Six;VI; or
(viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this IndentureTIA; provided, however, that no such supplemental indenture (A) may materially adversely affect shall be entered into unless the interests of any Noteholder and (B) will be permitted unless Indenture Trustee shall have received an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the execution of such supplemental indenture will not cause (1) give rise to any material adverse tax consequence to the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, without the consent of any Noteholder but with prior notice to the Rating Agencies and the Credit Enhancer, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of any Noteholder if or the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition Credit Enhancer or (ii) obtains and delivers cause the Issuer to the Indenture Trustee be subject to an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholderentity level tax.
Appears in 2 contracts
Samples: Indenture (GMACM Home Loan Trust 2006-Hltv1), Indenture (GMACM Home Loan Trust 2004-Hltv1)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with the prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretosupplemental, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes and the Hedge Counterparties, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with supplemental indenture; provided, that, such action shall not as evidenced by an Opinion of Counsel delivered to the initial offer and sale Indenture Trustee, adversely affect the interests of the Notes Noteholders or other 2021-A Basic Documentthe Hedge Counterparties in any material respect;
(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 SixVI;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect conditions, limitations and restrictions on the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted authorized amount, terms and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations purposes of the Commissionissuance, authentication and delivery of any Class of Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; orand
(viii) to add any provision to, or change in any manner or eliminate any modify the restrictions on and procedures for resales and other transfers of the provisions of, this Indenture Notes to reflect any changes in Applicable Law or regulations (or the interpretation thereof) or to modify in any manner enable the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to Issuer or the Indenture Trustee to rely upon the effect that such supplemental indenture will not cause (1) exemption from registration under the Issuer Securities Act or the 1940 Act or to be classified as an association remove restrictions on resale or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) transfer to the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codeextent required hereunder. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes or any Hedge Counterparty under this Indenture; provided, however, that such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests interest of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or any Hedge Counterparty or (ii) obtains and delivers cause the Issuer to be subject to an entity level tax or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code.
(c) Notwithstanding any provision contained herein to the contrary, prior to entering into any supplemental indenture pursuant to Section 9.01, the Issuer and Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of shall obtain written confirmation from Moody's that entry by the Issuer, in either case to the effect that the Issuer and Indenture Trustee into such supplemental indenture would not materially adversely affect satisfies the interests of any NoteholderXxxxx'x Rating Condition.
Appears in 2 contracts
Samples: Indenture (Capitalsource Inc), Indenture (Capitalsource Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212020-A B Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2020-B), Indenture (Mercedes-Benz Auto Lease Trust 2020-B)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with Section 3.11 and the applicable provisions hereof, of another Person to the IssuerOwner Trustee, and the assumption by any such successor of the covenants of the Issuer Owner Trustee contained herein and in the Notes containedNotes;
(iii) to add to the covenants of the Issuer, Owner Trustee for the benefit of the NoteholdersSecurityholders, or to surrender any right or power herein conferred upon the IssuerOwner Trustee;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or herein, in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee or additional Indenture Trustee with respect to the Notes or any class thereof 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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or TIA, and the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect The Owner Trustee and the interests Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with prior notice to the Rating Agency Condition Agencies, at any time and from time to time enter into one or (ii) obtains and delivers to more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture Trustee or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as -------- ------- evidenced by an Opinion of Counsel or an Officer’s Certificate of the IssuerCounsel, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Navistar Financial Retail Receivables Corporation), Indenture (Navistar Financial Retail Receivables Corporation)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212019-A Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2019-A), Indenture (Mercedes-Benz Auto Lease Trust 2019-A)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies and the written consent of the Credit Enhancer (which consent shall not be unreasonably withheld), unless a Credit Enhancer Default has occurred and is continuing, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating AgenciesRequest, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes or the Credit Enhancer, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct any error, or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or herein, in any supplemental indenture or in the Prospectus Supplement;
(vi) to make any offering document used other provisions with respect to matters or questions arising under this Indenture or in connection with any supplemental indenture; provided, that such action shall not materially and adversely affect the initial offer and sale interests of the Holders of the Notes or other 2021-A Basic Documentthe Credit Enhancer;
(vivii) 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 Six;VI; or
(viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this IndentureTIA; provided, however, that no such supplemental indenture (A) may materially adversely affect supplements shall be entered into unless the interests of any Noteholder and (B) will be permitted unless Indenture Trustee shall have received an Opinion of Counsel is delivered that entering into such indenture supplement will not have any material adverse tax consequences to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Notes, but with prior notice to the Rating Agencies and with the consent of the Credit Enhancer (so long as no Credit Enhancer Default exists), enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of any Noteholder if or the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition Credit Enhancer or (ii) obtains cause the Issuer to be subject to an entity level tax.
(c) The Issuer and delivers to the Indenture Trustee shall, as directed by the Holders of Certificates which represent not less than 100% of the Certificate Percentage Interests thereof, enter into an indenture or indentures supplemental hereto for the purpose of providing for the issuance of one or more additional classes of Notes entitled to payments derived solely from all or a portion of the payments to which the Certificate issued on the Closing Date pursuant to the Trust Agreement are entitled; provided, however, that such action shall not, as evidenced by an Opinion of Counsel or an Officer’s Certificate of the IssuerCounsel, in either case to the effect that the supplemental indenture would not materially (i) adversely affect in any material respect the interests of any NoteholderNoteholder or the Credit Enhancer or (ii) cause the Issuer to be subject to an entity level tax. Each such class of Notes shall be a non recourse obligation of the Issuer and shall be entitled to interest and principal in such amounts, and to such security for the repayment thereof, as shall be specified in such amendment or amendments. Promptly after the execution by the Issuer and the Indenture Trustee of any amendments pursuant to this Section or the creation of a new indenture and the issuance of the related class or classes of Notes, the Issuer shall require the Indenture Trustee to give notice to the Holders of the Notes and the Rating Agencies setting forth in general terms the substance of the provisions of such amendment. Any failure of the Indenture Trustee to provide such notice as is required under this paragraph, or any defect therein, shall not, however, in any way impair or affect the validity of such amendment or any class of Notes issued pursuant thereto. Unless the Credit Enhancer agrees in writing, (i) any classes of Notes issued pursuant to a supplemental indenture shall not be entitled to the insurance provided by the Credit Enhancement Instrument and (ii) the Holders of any such classes of Notes shall be entitled only to such distributions or a portion of such distributions as the Holders would have received as Holder of Certificate.
Appears in 2 contracts
Samples: Indenture (Home Loan Trust 2006-Hi2), Indenture (Home Loan Trust 2006-Hi2)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212018-A B Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 2 contracts
Samples: Indenture (Mercedes-Benz Auto Lease Trust 2018-B), Indenture (Mercedes-Benz Auto Lease Trust 2018-B)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes and with prior notice to each Rating Agency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, Order may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of lien created by this Indenture, or to subject to the Lien of lien created by 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or the Transaction Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Documentsupplemental indenture;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture 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 trusteeIndenture Trustee, pursuant to the requirements of Article Six;VI; and
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeTIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A . Any amendment or supplemental indenture entered into pursuant to this Section 9.01 shall be deemed not to materially adversely affect the interests of the Holders of the Notes in any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee material respect, as evidenced by an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case delivered to the effect Indenture Trustee. The consent of each Swap Counterparty will be required unless the Trust obtains an opinion of counsel stating that the supplemental indenture would amendment does not materially adversely affect in any material respect the interests of any Noteholderthe Swap Counterparties.
Appears in 2 contracts
Samples: Indenture (American Capital Strategies LTD), Indenture (American Capital Strategies LTD)
Supplemental Indentures Without Consent of Noteholders. Without the consent of the Noteholders, but with prior notice to the Rating Agencies, the Issuer, the Insurer (aso long as no Policy Event has occurred and is continuing) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;
(ii1) 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 containedNotes;
(iii2) to add to the covenants of the Issuer, for the benefit of the Insurer and the Noteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv3) to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee;
(v4) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in to make any offering document used in connection other provisions with the initial offer and sale respect to matters or questions arising under this Indenture which will not be inconsistent with other provisions of the Notes or other 2021-A Basic Document;Indenture; or
(vi5) 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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this IndentureV; provided, however, that no (i) such supplemental indenture (A) may materially action shall not, as evidenced by an Opinion of Counsel, adversely affect the interests of any Noteholder Noteholder; (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (Biii) will any additional property Environmental Report reasonably requested by the Trustee (if any additional real property is conveyed, transferred, assigned, mortgaged or pledged to or with the Trustee) shall have been received and shall be permitted unless an Opinion of Counsel is delivered reasonably satisfactory to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeTrustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedspecified.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture Agreement (CNL Hospitality Properties Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Orderthe resolutions of the Board of Directors, and the Trustee may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;
(iia) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person to the Issuer, Company and the assumption by any such successor of the covenants of the Issuer Company herein and in the Notes contained;Notes; or
(iiib) to add to the covenants of the Issuer, Company for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;Company; or
(ivc) to convey, transfer, assign, mortgage evidence or pledge any property provide for the acceptance of appointment hereunder by a successor Trustee with respect to or with the Indenture Trustee;Notes; or
(vd) to cure any ambiguity, defect or inconsistency or make any change necessary to conform the indenture to the section “Description of Notes” contained in the offering circular dated August 10, 2005, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein herein, or in to make any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the Notes and provisions of this Indenture; or
(e) to add to to, change or change eliminate any of the provisions of this Indenture as shall be necessary to permit or facilitate the administration issuance of Global Notes and matters related thereto, provided that such action pursuant to this clause (e) shall not adversely affect the interests of the trusts hereunder by more than one trustee, holders in any material respect; or
(f) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Article Six;Section 14.07 and the redemption obligations of the Company pursuant to the requirements of Section 3.05(e); or
(viig) to modify, eliminate provide for the issuance of Additional Notes in accordance with the provisions of this Indenture; or
(h) to modify or add to amend any of the provisions of this Indenture to such extent as shall be necessary to effect permit the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Trust Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionAct; or
(viiii) to add make any provision to, or other change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner that does not adversely affect the rights of any holder. Upon the Holders written request of Notes under this Indenture; providedthe Company, however, that no such supplemental indenture (A) may materially adversely affect accompanied by a copy of the interests resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to supplemental indenture, the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained.
(b) A contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture shall that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.01 may be deemed not to materially adversely affect executed by the interests Company and the Trustee without the consent of the holders of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the IssuerNotes at the time outstanding, in either case to notwithstanding any of the effect that the supplemental indenture would not materially adversely affect the interests provisions of any NoteholderSection 10.02.
Appears in 1 contract
Samples: Indenture (Nii Holdings Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Company and the Indenture Trustee, when authorized by an Issuer Orderat the Company’s expense, may, without the consent of any Holders of any Notes but with prior written notice may from time to the Rating Agencies, time and at any time and from time to time, enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(ia) to correct cure any ambiguity, omission, defect or amplify inconsistency in this Indenture or the description of any property at any time subject Notes;
(b) to conform the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien terms of this Indenture additional propertyor the Notes to the description thereof in the Offering Memorandum;
(iic) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and provide for the assumption by any such successor a Successor Entity of the covenants obligations of the Issuer herein and in the Notes containedCompany under this Indenture pursuant to Article 10 or otherwise to effect any transaction permitted under Article 10;
(iiid) to make any change, deemed necessary or appropriate by the Board of Directors, to provide that the Notes are convertible into Reference Property in accordance with Section 12.05, in a manner that does not adversely affect the rights of any Noteholder in any material respect;
(e) to add guarantees with respect to the Notes;
(f) to secure the Notes;
(g) to add to the covenants of the IssuerCompany such further covenants, restrictions or conditions for the benefit of the Noteholders, Noteholders or to surrender any right or power herein conferred upon the IssuerCompany;
(ivh) to convey, transfer, assign, mortgage or pledge make any property to or with change that does not adversely affect the Indenture Trusteerights of any holder in any material respect;
(vi) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by appoint a successor trustee 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 SixNotes;
(viij) to modifycomply with any requirements under the Trust Indenture Act, eliminate or add if applicable;
(k) to the provisions of reopen this Indenture to such extent as shall be necessary to effect and increase the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations principal amount of the CommissionNotes by issuing additional Notes; or
(viiil) to add any provision toirrevocably elect a Settlement Method or a Specified Dollar Amount, or change in any manner or eliminate any of the provisions of, this Indenture or Company’s right to modify in any manner the rights of the Holders of Notes under this Indentureelect a Settlement Method; provided, however, that no such supplemental indenture election or elimination will affect any Settlement Method theretofore elected (Aor deemed to be elected) may materially adversely affect the interests of with respect to any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered Note pursuant to the Indenture Trustee to provisions of Article 12. Upon the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 written request of the Code. The Indenture Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained.
(b) A , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture shall that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be deemed not to materially adversely affect executed by the interests Company and the Trustee without the consent of the holders of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the IssuerNotes at the time outstanding, in either case to notwithstanding any of the effect that the supplemental indenture would not materially adversely affect the interests provisions of any NoteholderSection 9.02.
Appears in 1 contract
Samples: Indenture (Sirius Xm Holdings Inc.)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguityambiguity or mistake, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any other Basic Document, any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic DocumentProspectus;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1A) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes, purposes or (2B) the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codepurposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. In addition, any supplement which affects the Owner Trustee shall require the its written consent.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if (i) the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any NoteholderNoteholder or (ii) the Rating Agency Condition has been satisfied with respect to the supplemental indenture.
(c) Notwithstanding anything in this Section 9.01, in Section 9.02 or in any Basic Document to the contrary, this Indenture (including the defined terms set forth in Appendix A to the Sale and Servicing Agreement and used herein) may be amended by the Issuer and the Indenture Trustee (when so directed by an Issuer Order), without the consent of the Noteholders or any other Person and without satisfying any other amendment provisions of this Indenture or any other Basic Document, to implement any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes; provided, that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the rights, indemnities or obligations of the Owner Trustee or the Indenture Trustee without the Owner Trustee's or the Indenture Trustee's consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.
Appears in 1 contract
Samples: Indenture (Mercedes-Benz Auto Receivables Trust 2024-1)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior written notice to each Rating Agency, subject to Section 9.06, the Rating Agencies, at any time Issuer and from time to time, the Indenture Trustee may enter into one or more indentures supplemental heretoto this Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person person to the IssuerIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Issuer herein in this Indenture and in the Notes containedin compliance with the applicable provisions of this Indenture;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power herein conferred upon on the IssuerIssuer in this Indenture;
(iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, ambiguity or mistake;
(vi) to correct or supplement any provision herein in this Indenture or in any supplemental indenture that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic DocumentTransaction Documents;
(vivii) to evidence and provide for conform this Indenture to the acceptance final prospectus supplement issued in respect of the appointment hereunder by a successor trustee with respect Notes, dated January 29, 2003;
(viii) to the Notes and to modify, eliminate, or add to or change any of the provisions of this Indenture as shall be necessary required by any Rating Agency or any other nationally recognized statistical rating organization to facilitate the administration maintain or improve any rating of the trusts hereunder by more than one trustee, pursuant to the requirements of Article SixNotes;
(viiix) to modify, eliminate eliminate, or add to the provisions of this Indenture to such comply with any requirement imposed by the Code;
(x) to modify, eliminate, or add to the provisions of this Indenture to the extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viiixi) to provide for the acceptance of the appointment of a successor trustee under this Indenture and to add any provision to, to or change in any manner or eliminate any of the provisions of, of this Indenture or necessary to modify in any manner facilitate the rights administration of the Holders of Notes trusts under this Indenture; providedIndenture by more than one trustee, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered pursuant to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes requirements of Section 1001 of the CodeArticle VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained in it.
(b) A supplemental indenture shall be deemed not to materially adversely affect Without the interests consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with satisfaction of the Rating Agency Condition or (ii) obtains in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and delivers to the Indenture Trustee an Opinion of Counsel may enter into indentures supplemental to this Indenture to change this Indenture in any manner or an Officer’s Certificate to modify the rights of the Issuer, in either case Noteholders or the Credit Enhancer under this Indenture except amendments that pursuant to Section 9.02 require the effect that the supplemental indenture would not materially adversely affect the interests consent of any each affected Noteholder.
Appears in 1 contract
Samples: Indenture (Cwabs Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes;
(iii) to add to the covenants of the Issuer, Issuer for the benefit of the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Documentindenture;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and the Indenture 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 SixVI;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or TIA, and the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.;
(bviii) A supplemental indenture shall be deemed not to materially adversely affect increase or decrease the interests Specified Maximum Revolver Balance with respect to the Revolving Notes, subject to the satisfaction of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition Condition, in the case of an increase, and the other conditions set forth in the Trust Sale and Servicing Agreement; or
(ix) to add provisions to or (ii) obtains and delivers delete or modify the existing provisions of this Indenture as appropriate to allow the Trust to issue foreign currency-denominated Notes, including without limitation adding provisions granting rights under this Indenture Trustee an Opinion of Counsel or an Officer’s Certificate to counterparties of the Issuer, currency swaps that may be entered into in either case to connection with the effect that the supplemental indenture would not materially adversely affect the interests issuance of any Noteholdersuch foreign currency-denominated Notes.
Appears in 1 contract
Samples: Underwriting Agreement (Goldman Sachs Asset Backed Securities Corp)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture TrusteeIssuer, when authorized by an Issuer Order, may, without and the consent of any Holders of any Notes but with prior written notice to the Rating AgenciesIndenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture TrusteeTrustee without the consent of any Noteholder, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or ; provided such action pursuant to subject this clause (i) shall not adversely affect the interests of the Noteholders in any respect (as evidenced by an Officer's Certificate of the Issuer delivered to the Lien of this Indenture additional propertyTrustee (upon which the Indenture Trustee shall be entitled to conclusively rely));
(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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted Section 7.09 and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionSection 7.11 hereof; or
(viiiiii) to add cure any ambiguity, to correct or supplement any provision toherein which may be defective or inconsistent with any other provision herein, to conform this Indenture to the offering circular related to the Notes, or change in to make any manner other provisions with respect to matters or eliminate any of questions arising under this Indenture; provided that such action pursuant to this clause (iii) shall not adversely affect the provisions of, this Indenture or to modify in any manner the rights interests of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect as evidenced by an Officer's Certificate of the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is Issuer delivered to the Indenture Trustee to (upon which the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized shall be entitled to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedconclusively rely)).
(b) A The Indenture Trustee shall promptly deliver, at least five Business Days prior to the effectiveness thereof, to each Noteholder and the Rating Agencies a copy of any supplemental indenture entered into pursuant to this Section 9.01 hereof.
(c) Provided that all other conditions precedent have been satisfied, the Indenture Trustee shall be deemed approve any supplemental indenture and may expressly rely on any Opinion of Counsel requested by the Indenture Trustee in connection with any such supplemental indenture as the basis therefor. In determining whether or not to an amendment materially adversely affect affects the interests of any Noteholder if the Person requesting Holders of the Notes, such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or may conclusively rely on an Officer’s Certificate of the Issuer, in either case to Issuer or the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.Servicer. KL2 2868730.8
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice Notwithstanding anything to the Rating Agenciescontrary provided for in Section 11.1 hereof, the Issuer, at any time and from time to time, may, without the consent of the Noteholders, enter into one or more indentures supplemental hereto, hereto in form satisfactory to the Indenture Trustee, Trustee for any of the following purposes:
(ia) to establish the form and terms of Notes permitted by Sections 2.1 and 2.5; or
(b) to evidence the succession of another entity to the Issuer and the assumption by any such successor of the covenants of the Issuer herein contained; or
(c) to evidence the succession of a new Trustee hereunder pursuant to Section 8.9; or
(d) to add further covenants of the Issuer and any restrictions, conditions or provisions as the Board of Directors shall consider to be for the protection of the Noteholders, and to make the occurrence, or the occurrence and continuance of a default in any such covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; or
(e) to convey, transfer and assign to the Trustee properties or assets to secure the Notes, and to correct or amplify the description of any property at any time subject to this Indenture or the Lien of this Indenture, Transaction Documents or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;or the Transaction Documents; or
(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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(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 Six;
(viif) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture qualify it under the TIA Trust Indenture Act, if necessary, or under any similar United States federal statute hereafter enacted enacted, and to add to this Indenture indenture such other provisions as may be expressly required permitted by the TIA or Trust Indenture Act, excluding, however, the rules and regulations provisions referred to in Section 316(a)(2) of the CommissionTrust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar United States federal statute hereafter enacted; or
(viiig) to add permit or facilitate the issuance of Notes in uncertificated form; or
(h) to cure any ambiguity, to correct or supplement any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or the Transaction Documents that may be defective or inconsistent with any other provision herein, or to modify in make any manner the rights of the Holders of Notes other provisions with respect to matters or questions arising under this Indenture; provided, however, that no provided such supplemental indenture (A) may materially action shall not adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 interest of the Code. The Indenture Trustee is hereby authorized to join Noteholders or the Insurers in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedmaterial respect.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any (i) offering document used in connection with the initial offer and sale of the Notes or to add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other 2021-A provisions of this Indenture or (ii) other Basic DocumentDocument with respect to matters or questions arising under this Indenture or in any supplemental indenture;
(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 Six;; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; . provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified characterized for federal income tax purposes as an association or a publicly traded partnership taxable as a corporation for or otherwise have any material adverse impact on the federal income tax purposes, (2) the taxation of any Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeOutstanding or any Noteholder. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) . A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the delivered no fewer than ten days prior written notice of such supplemental indenture to each Rating Agency Condition or and (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (WDS Receivables LLC)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Orderthe resolutions of the Board of Directors, mayand the Trustee, without at the consent of any Holders of any Notes but with prior written notice Company’s expense, may from time to the Rating Agencies, time and at any time and from time to time, amend this First Supplemental Indenture or enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(ia) to correct or amplify the description of any property at any time subject make provision with respect to the Lien conversion rights of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected Noteholders pursuant to the Lien requirements of this Indenture, or to subject to the Lien of this Indenture additional propertySection 4.05;
(iib) to evidence providing for the succession, in compliance with the applicable provisions hereof, assumption of another Person our obligations to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and Noteholders in the Notes containedcase of a merger, consolidation, conveyance, sale, transfer or lease;
(iiic) to increase, from time to time, the Conversion Rate in the manner described in this First Supplemental Indenture;
(d) to add to or modify any provision of this First Supplemental Indenture (not expressly addressed in this Section 6.01) which the covenants Company and the Trustee may deem necessary or desirable and which will not adversely affect the interests of holders of the Issuer, for the benefit of the Noteholders, or to surrender Notes in any right or power herein conferred upon the Issuer;material respect; or
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(ve) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture indenture; provided that such modification or amendment does not, in any offering document used in connection with the initial offer and sale good faith opinion of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance Company’s Board 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 trusteeDirectors, pursuant to the requirements of Article Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of the holders of Notes in any Noteholder and (B) will be permitted unless an Opinion material respect; provided further that any amendment made solely to conform the provisions of Counsel is delivered this First Supplemental Indenture to the Indenture Trustee “Description of the Notes” section of the Preliminary Prospectus Supplement, dated October 3, 2007, the Final Prospectus Supplement, dated October 4, 2007 and the accompanying Prospectus, dated November 23, 2005, in each case relating to the effect that such supplemental indenture initial offering of the Notes, will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 adversely affect the interests of the Codeholders of the Notes. The Indenture Upon the written request of the Company, accompanied by a Board Resolution authorizing the execution of such amendment or supplemental indenture, the Trustee is hereby authorized to join with the Company in the execution of any such amendment or supplemental indenture and indenture, to make any further appropriate agreements and stipulations that which may be therein contained.
(b) A contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any amendment or supplemental indenture shall which affects the Trustee’s own rights, duties or immunities under this First Supplemental Indenture or otherwise. Any amendment or supplemental indenture authorized by the provisions of this Section 6.01 may be deemed not to materially adversely affect executed by the interests Company and the Trustee without the consent of the holders of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the IssuerNotes at the time outstanding, in either case to notwithstanding any of the effect that the supplemental indenture would not materially adversely affect the interests provisions of any NoteholderSection 6.02.
Appears in 1 contract
Samples: First Supplemental Indenture (Molina Healthcare Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes [but with the consent of the Credit Enhancer (which shall not be unreasonably withheld)] and with prior notice to each Rating Agency, subject to Section 9.06, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, Trustee may enter into one or more indentures supplemental heretoto this Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person person to the IssuerIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Issuer herein in this Indenture and in the Notes containedin compliance with the applicable provisions of this Indenture;
(iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, Noteholders [or the Credit Enhancer,] or to surrender any right or power herein conferred upon on the IssuerIssuer in this Indenture;
(iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein in this Indenture or in any supplemental indenture that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic DocumentTransaction Documents;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to modify, eliminate, or add to or change any of the provisions of this Indenture as shall be necessary required by any Rating Agency or any other nationally recognized statistical rating organization to facilitate the administration maintain or improve any rating of the trusts hereunder by more than one trustee, pursuant to the requirements of Article SixNotes;
(vii) to modify, eliminate eliminate, or add to the provisions of this Indenture to such comply with any requirement imposed by the Code;
(viii) to modify, eliminate, or add to the provisions of this Indenture to the extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viiiix) to provide for the acceptance of the appointment of a successor trustee under this Indenture and to add any provision to, to or change in any manner or eliminate any of the provisions of, of this Indenture or necessary to modify in any manner facilitate the rights administration of the Holders of Notes trusts under this Indenture; providedIndenture by more than one trustee, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered pursuant to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes requirements of Section 1001 of the CodeArticle VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied contained in it. No amendment that satisfies the Rating Agency Condition or (ii) obtains and delivers shall, for purposes of this Section, be considered to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
(b) Without the consent of any of the Noteholders but with satisfaction of the Rating Agency Condition [(in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld)], subject to Section 9.06, the Issuer and the Indenture Trustee may enter into indentures supplemental to this Indenture to change this Indenture in any manner or to modify the rights of the Noteholders [or the Credit Enhancer] under this Indenture except amendments that pursuant to Section 9.02 require the consent of each affected Noteholder.
Appears in 1 contract
Samples: Indenture (Indymac Abs Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with the consent of the Note Insurer and prior notice to the Rating Agencies and the Note Insurer, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating AgenciesRequest, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture indenture
(vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any offering document used in connection with supplemental indenture; provided, that such action shall not materially and adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic DocumentHolders of the Notes;
(vivii) 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 Six;VI; or
(viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this IndentureTIA; provided, however, that no such supplemental indenture (A) may materially adversely affect supplements shall be entered into unless the interests of any Noteholder and (B) will be permitted unless Indenture Trustee shall have received an Opinion of Counsel is delivered that entering into such indenture supplement will not have any material adverse tax consequences to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Notes but with the consent of the Note Insurer and prior notice to the Rating Agencies and the Note Insurer, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or 44 changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers cause the Issuer to the Indenture Trustee be subject to an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholderentity level tax.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any (A) offering document used in connection with the initial offer and sale of the Notes or to add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other 2021provisions of this Indenture or (B) other 2013-A Basic DocumentDocument with respect to matters or questions arising under this Indenture or in any supplemental indenture;
(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 Six;; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2b) cause the Notes to be characterized other than as indebtedness for federal income tax purposes and (3c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies and each Applicable Series Enhancer and upon satisfaction of the Rating Agency Condition with respect to the Notes of all Series, the Issuer, the Indenture Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar, at any time and from time to time, may enter into one an indenture or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, hereto for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto to the Indenture Trustee any property subject subject, or required to be subjected subjected, to the Lien lien of this Indenture, or to subject to the Lien 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 the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Issuer;
(iviii) to convey, transfer, assign, mortgage or pledge any property to or with the consent of the Indenture Trustee;
(viv) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Documentsupplemental indenture;
(viv) to evidence and provide for the acceptance of the appointment hereunder by a successor indenture 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 Pledged Assets hereunder by more than one trustee, pursuant to the requirements of Article SixVI;
(vi) to provide for the issuance of one or more new Series of Notes, in accordance with the provisions of Section 2.10; or
(vii) to modify, eliminate or add to provide for the termination of any Series Enhancement in accordance with the provisions of this the related Indenture to Supplement; PROVIDED, HOWEVER, that such extent as action shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change not adversely affect in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect material respect the interests of any Noteholder and (B) will be permitted unless Noteholder, as evidenced by an Opinion Officer's Certificate of Counsel is an Authorized Officer delivered to the Indenture Trustee to (at the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeIssuer's expense). The Indenture Trustee is Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar are 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) A supplemental indenture shall be deemed not to materially adversely affect The Issuer, the interests Indenture Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar also, without the consent of any Noteholder if Noteholders of any outstanding Series but with prior notice to the Person requesting such supplemental indenture (i) has satisfied Rating Agencies and each Applicable Series Enhancer and upon satisfaction of the Rating Agency Condition and the written consent of each Applicable Series Enhancer with respect to the Notes of all outstanding Series, may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that the Issuer shall have delivered to the Indenture Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar an Officer's Certificate, dated the date of any such action, stating that the Issuer reasonably believes that such action will not have a Material Adverse Effect. Additionally, notwithstanding the preceding sentence, the Issuer, the Indenture Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar also, without the consent of any Noteholders of any outstanding Series, may enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable in order to enable the Issuer (i) to qualify as, and to permit an election to be made to cause the Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, (ii) obtains to avoid the imposition of state or local income or franchise taxes imposed on the Issuer's property or its income and (iii) to add, modify or eliminate such provisions as may be necessary and desirable to implement any revisions to the Uniform Commercial Code as in force in the applicable jurisdiction; PROVIDED, HOWEVER, that the Issuer, the Indenture Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar shall not enter into any such indenture or supplement unless (w) the Issuer delivers to the Indenture Trustee an Opinion of Counsel or Trustee, the Paying Agent, the Authentication Agent and the Transfer Agent and Registrar and each Applicable Series Enhancer an Officer’s 's Certificate dated the date of such supplemental indenture, stating that the Issuer reasonably believes that such supplemental indenture will not have a Material Adverse Effect, (x) each Rating Agency has notified the Issuer, the Servicer, the Indenture Trustee and each Applicable Series Enhancer in either case to the effect writing that the supplemental indenture would Rating Agency Condition with respect to each outstanding Series has been satisfied, (y) such amendment does not materially adversely (without the consent of the Indenture Trustee) affect the interests rights, duties or obligations of any Noteholderthe Indenture Trustee hereunder and (z) such amendment does not (without the consent of the Paying Agent, the Authentication Agent or the Transfer Agent and Registrar, as the case may be) affect the rights, duties or obligations of the Paying Agent, the Authentication Agent or the Transfer Agent and Registrar, as the case may be hereunder.
Appears in 1 contract
Samples: Master Indenture (PHH Corp)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to each Rating Agency with respect to the Notes of all Series rated by such Rating Agency, Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereofSECTION 3.11, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with supplemental indenture; PROVIDED that such action shall not adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic DocumentHolders of the Notes;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor indenture 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 indenture trustee, pursuant to the requirements of Article SixARTICLE VI;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viii) to add any provision toprovide for the issuance of one or more new Series of Notes, or change in any manner or eliminate any of accordance with the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeSECTION 2.11. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect Issuer and Indenture Trustee, when authorized by an Issuer Order, may, also without the interests consent of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied Noteholders of any Series then Outstanding but upon satisfaction of the Rating Agency Condition with respect to the Notes of all Series, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER that Transferor shall have delivered to the Owner Trustee and Indenture Trustee (i) an 54 Officer's Certificate, dated the date of any such action, stating that all requirements for such amendments contained in the Agreement have been met and Transferor reasonably believes that such action will not have an Adverse Effect and (ii) obtains a Tax Opinion. Additionally, notwithstanding the preceding sentence, Issuer and Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Noteholders of any Series then Outstanding or the Enhancement Providers for any Series, enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of Issuer (i) to qualify as, and to permit an election to be made to cause Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on Issuer's property or its income; PROVIDED, HOWEVER, that (i) Transferor delivers to the Indenture Trustee an Opinion of Counsel or and the Owner Trustee an Officer’s 's Certificate of the Issuer, in either case to the effect that the supplemental indenture would proposed amendments meet the requirements set forth in this SECTION 10.1(b), (ii) the Rating Agency Condition will have been satisfied and (iii) such amendment does not materially adversely affect the interests rights, duties, protections, indemnities, immunities or obligations of any NoteholderIndenture Trustee or the Owner Trustee hereunder. The amendments which Transferor may make without the consent of Noteholders pursuant to the preceding sentence may include the addition of Receivables.
Appears in 1 contract
Samples: Master Indenture (World Financial Network Credit Card Master Trust)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and Without the Indenture Trusteeprior written consent of or notice to any Holder of Mortgage Notes, Golden State Petroleum, as agent for the Owners, when authorized by an Issuer Orderthe Owners, may, without and the consent of any Holders of any Notes but with prior written notice Indenture Trustee may from time to the Rating Agencies, time and at any time and from time to time, enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, or to surrender any right or power herein conferred upon the Issuer;
(iva) to convey, transfer, assign, mortgage or pledge to the Indenture Trustee as security for the Mortgage Notes any property to or with the Indenture Trusteeassets;
(vb) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or contained herein, in any supplemental indenture that or any Security Document (including any document assigned thereby) which may be defective or inconsistent with any other provision herein or contained herein, in any supplemental indenture or any Security Document (including any document assigned thereby); or to make such other provisions in regard to matters or questions arising under this Indenture, under any offering supplemental indenture or under any Security Document (including any document used in connection with assigned thereby) as they may deem necessary or desirable and which shall not adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic DocumentHolders of the Mortgage Notes;
(vic) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act or, if such qualification is not required, to comply with the requirements of the Commission so that the Indentures would be so qualified;
(d) to issue Additional Notes pursuant to Supplemental Indentures in accordance with Section 10.6 of this Indenture; or
(e) to evidence and provide for the acceptance of the appointment hereunder by of 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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codehereunder. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that which may be therein contained.
(b) A supplemental indenture shall be deemed not contained and to materially adversely affect accept the interests conveyance, transfer, assignment, mortgage or pledge of any Noteholder if property thereunder, but the Person requesting Indenture Trustee shall not be obligated to enter into any such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to which affects the Indenture Trustee an Opinion Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of Counsel or an Officer’s Certificate this Section may be executed without the consent of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests holders of any Noteholderof the Mortgage Notes at the time Outstanding, notwithstanding any of the provisions of Section 10.2.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguityambiguity or mistake, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any other Basic Document, any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic DocumentProspectus;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1A) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes, purposes or (2B) the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codepurposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. In addition, any supplement which affects the Owner Trustee shall require the its written consent.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if (i) the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any NoteholderNoteholder or (ii) the Rating Agency Condition has been satisfied with respect to the supplemental indenture.
(c) Notwithstanding anything in this Section 9.01, in Section 9.02 or in any Basic Document to the contrary, this Indenture (including the defined terms set forth in Appendix A to the Sale and Servicing Agreement and used herein) may be amended by the Issuer, the Indenture Trustee and the Paying Agent (when so directed by an Issuer Order), without the consent of the Noteholders or any other Person and without satisfying any other amendment provisions of this Indenture or any other Basic Document, to implement any SOFR Adjustment Conforming Changes or, following the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes; provided, that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided, further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the rights, indemnities or obligations of the Owner Trustee, the Indenture Trustee or the Paying Agent without the Owner Trustee's, the Indenture Trustee's or the Paying Agent's consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes in any amendment to this Indenture may be retroactive (including retroactive to the Benchmark Replacement Date) and this Indenture may be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.
Appears in 1 contract
Samples: Indenture (Mercedes-Benz Auto Receivables Trust 2024-1)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Noteholders of any Notes, but with prior notice to the Rating Agencies and the prior written consent of the Enhancer (which consent shall not be unreasonably withheld) unless an Enhancer Default shall have occurred, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating AgenciesRequest, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien 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 the NoteholdersNoteholders or the Enhancer, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct any error or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Documentindenture;
(vi) 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 materially and adversely affect the interests of the Noteholders or the Enhancer (as evidenced by an Opinion of Counsel);
(vii) 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 Six;VI; or
(viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this IndentureTIA; provided, however, that no such supplemental indenture (A) may materially adversely affect shall be entered into unless the interests of any Noteholder Indenture Trustee and (B) will be permitted unless the Enhancer shall have received an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the execution of such supplemental indenture will not cause (1) give rise to any material adverse tax consequence to the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, without the consent of any Noteholder but with prior notice to the Rating Agencies and the Enhancer, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of any Noteholder if or the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition Enhancer or (ii) obtains and delivers cause the Issuer to the Indenture Trustee be subject to an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholderentity level tax.
Appears in 1 contract
Samples: Indenture (Wachovia Asset Sec Inc Asst Back Notes Ser 2002 He1)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Without the consent of the Holders of any Notes, but upon satisfaction of the Rating Agency Condition, the Issuer, the Note Administrator and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, hereto for any of the following purposes:
(i) to correct or amplify enhance the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions Section 3.11 hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein contained herein, in the Notes and in the Notes containedO/C Certificate;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with supplemental indenture; provided that such action shall not adversely affect the initial offer and sale interests of the Notes Holders of any Series or other 2021-A Basic DocumentClass of Outstanding Notes;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor indenture trustee or successor note administrator 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 indenture trustee, pursuant to the requirements of Article SixVI;
(vii) to modifyprovide for the issuance of one or more new Series of Notes, eliminate or add to in accordance with the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; orSection 2.11 hereof;
(viii) to add provide for the termination of any provision to, interest rate swap agreement or change other form of credit enhancement in any manner or eliminate any accordance with the provisions of the provisions of, this related Indenture Supplement; or
(ix) to provide for the listing of one or to modify in more Classes of any manner the rights of the Holders Series of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of on any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Codesecurities exchange. The Indenture Trustee is and the Note Administrator are each 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) A supplemental indenture shall be deemed not to materially adversely affect The Issuer, the interests Note Administrator and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied Noteholders of any Series then Outstanding but upon satisfaction of the Rating Agency Condition with respect to the Notes of all Series, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however that (i) the O/C Holder shall have delivered to the Indenture Trustee and the Note Administrator an Officer’s Certificate, dated the date of any such action, stating that the O/C Holder reasonably believes that such action will not have an Adverse Effect and (ii) obtains a Tax Opinion shall have been delivered to each Rating Agency. Additionally, notwithstanding the preceding sentence, the Issuer, the Note Administrator and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Noteholders of any Series then Outstanding or the Series Enhancers for any Series, enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Trust (i) to qualify as, and to permit an election to be made to cause the Trust to be treated as, a “financial asset securitization investment trust” as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on the Trust’s property or its income; provided, however, that (i) the O/C Holder delivers to the Indenture Trustee, the Note Administrator and the Owner Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would proposed amendments meet the requirements set forth in this subsection 10.01(b), (ii) the Rating Agency Condition will have been satisfied and (iii) such amendment does not materially adversely affect the interests rights, duties or obligations of the Indenture Trustee, the Note Administrator or the Owner Trustee hereunder. Notes held by the Transferor or any of its Affiliates or agents (to the extent actually known to be held by a Responsible Officer of the Indenture Trustee) will not be considered in the determination of (i) whether the requisite percentage of Notes Outstanding has been obtained in support of any Noteholderamendment under this Section 10.01 and (ii) the amount of Notes Outstanding in connection with the calculation of such requisite percentage.
Appears in 1 contract
Samples: Master Indenture (Compucredit Corp)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior written notice to each Rating Agency, subject to Section 9.06, the Rating Agencies, at any time Issuer and from time to time, the Indenture Trustee may enter into one or more indentures supplemental heretoto this Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person person to the IssuerIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Issuer herein in this Indenture and in the Notes containedin compliance with the applicable provisions of this Indenture;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power herein conferred upon on the IssuerIssuer in this Indenture;
(iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, ambiguity or mistake;
(vi) to correct or supplement any provision herein in this Indenture or in any supplemental indenture that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic DocumentTransaction Documents;
(vivii) to evidence and provide for conform this Indenture to the acceptance final prospectus supplement issued in respect of the appointment hereunder by a successor trustee with respect Notes, dated February 28, 2003;
(viii) to the Notes and to modify, eliminate, or add to or change any of the provisions of this Indenture as shall be necessary required by any Rating Agency or any other nationally recognized statistical rating organization to facilitate the administration maintain or improve any rating of the trusts hereunder by more than one trustee, pursuant to the requirements of Article SixNotes;
(viiix) to modify, eliminate eliminate, or add to the provisions of this Indenture to such comply with any requirement imposed by the Code;
(x) to modify, eliminate, or add to the provisions of this Indenture to the extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viiixi) to provide for the acceptance of the appointment of a successor trustee under this Indenture and to add any provision to, to or change in any manner or eliminate any of the provisions of, of this Indenture or necessary to modify in any manner facilitate the rights administration of the Holders of Notes trusts under this Indenture; providedIndenture by more than one trustee, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered pursuant to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes requirements of Section 1001 of the CodeArticle VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained in it.
(b) A supplemental indenture shall be deemed not to materially adversely affect Without the interests consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with satisfaction of the Rating Agency Condition or (ii) obtains in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and delivers to the Indenture Trustee an Opinion of Counsel may enter into indentures supplemental to this Indenture to change this Indenture in any manner or an Officer’s Certificate to modify the rights of the Issuer, in either case Noteholders or the Credit Enhancer under this Indenture except (x) amendments that pursuant to Section 9.02 require the effect consent of each affected Noteholder and (y) amendments that the supplemental indenture would not materially adversely affect in any material respects the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (Cwabs Inc Revolving Hm Equ Ln Asst Back NTS Ser 2003-B)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice Notwithstanding anything to the Rating Agenciescontrary provided for in Section 11.1 hereof Unibanco, at any time and from time to time, may, without the consent of any Noteholders, enter into one or more indentures supplemental hereto, hereto in form satisfactory to the Indenture Trustee, Trustee for any of the following purposes:
(ia) to establish the form and terms of Notes permitted by Sections 2.1 and 2.5; or
(b) to evidence the succession of another entity to Unibanco and the assumption by any such successor of the covenants of Unibanco herein contained; or
(c) to evidence the succession of a new Trustee hereunder pursuant to Section 8.9; or
(d) to add further covenants of Unibanco and any restrictions, conditions or provisions as the Board of Directors shall consider to be for the protection of the Noteholders, and to make the occurrence, or the occurrence and continuance of a default in any such covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; or
(e) to convey, transfer and assign to the Trustee properties or assets to secure the Notes, and to correct or amplify the description of any property at any time subject to this Indenture or the Lien of this Indenture, Transaction Documents or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;or the Transaction Documents; or
(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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(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 Six;
(viif) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture qualify it under the TIA Trust Indenture Act, if necessary, or under any similar United States federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required permitted by the TIA or Trust Indenture Act, excluding, however, the rules and regulations provisions referred to in Section 316(a)(2) of the CommissionTrust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar United States federal statute hereafter enacted; or
(viiig) to add permit or facilitate the issuance of Notes in uncertificated form; or
(h) to cure any ambiguity, to correct or supplement any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or the Transaction Documents that may be defective or inconsistent with any other provision herein, or to modify in make any manner the rights of the Holders of Notes other provisions with respect to matters or questions arising under this Indenture; provided, however, that no provided such supplemental indenture (A) may materially action shall not adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 interest of the Code. The Indenture Trustee is hereby authorized to join Noteholders in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedmaterial respect.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when authorized by an Issuer Order and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter into one or more supplemental indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto 55 (2014-B Indenture) the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus dated May 1, 2014 or the Prospectus Supplement dated May 7, 2014 or to make any other provisions with respect to matters or questions arising under this Indenture or in any offering document used in connection with supplemental indenture; provided, that such action shall not adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic DocumentHolders of the Notes;
(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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeTIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect The Issuer and the interests Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if of the Person requesting such Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture subject to the satisfaction of one of the following conditions:
(i) has satisfied the Rating Agency Condition or (ii) obtains and Issuer delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of to the Issuer, in either case Indenture Trustee to the effect that the supplemental indenture would such amendment will not materially and adversely affect the interests of the Noteholders; or 56 (2014-B Indenture)
(ii) the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any NoteholderOutstanding Class of Notes) with respect to such action.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to the Rating Agency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without and the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of lien created by this Indenture, or to subject to the Lien of lien created by 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or the Basic Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any offering document used in connection with supplemental indenture; provided that such action shall not adversely affect the initial offer and sale interests of the Holders of the Notes or other 2021-A Basic Document;without the consent of the Holder of each Outstanding Note affected thereby; or
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor indenture 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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect The Issuer and the interests Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Holders of the Notes but with prior notice to the Rating Agency Condition Agency, enter into an indenture or (ii) obtains and delivers to indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture Trustee or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel or an Officer’s Certificate of the IssuerCounsel, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (Onyx Acceptance Corp)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with the prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretosupplemental, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with supplemental indenture; provided, that, such action -------- ---- shall not as evidenced by an Opinion of Counsel (subject to customary qualifications) delivered to the initial offer and sale Indenture Trustee, adversely affect the interests of the Notes or other 2021-A Basic DocumentNoteholders in any material respect;
(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 Six;VI; ----------
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect conditions, limitations and restrictions on the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted authorized amount, terms and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations purposes of the Commission; or
(viii) issuance, authentication and delivery of any Class of Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenturebe observed; provided, however, that no such supplemental indenture (A) may materially adversely affect supplements shall be entered into -------- ------- unless the interests of any Noteholder and (B) will be permitted unless Indenture Trustee shall have received an Opinion of Counsel is delivered (subject to customary qualifications) that entering into such indenture supplement will not have any material adverse tax consequences to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall be deemed not to materially not, as evidenced by an -------- ------- Opinion of Counsel, (i) adversely affect in any material respect the interests interest of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers cause the Issuer to be subject to an entity level tax or be classified as a taxable mortgage pool within the Indenture Trustee an Opinion meaning of Counsel or an Officer’s Certificate Section 7701(i) of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any NoteholderCode.
Appears in 1 contract
Samples: Indenture (MCG Capital Corp)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to each Rating Agency with respect to the Notes of all Series rated by such Rating Agency, Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereofSECTION 3.11, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with supplemental indenture; PROVIDED that such action shall not adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic DocumentHolders of the Notes;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor indenture 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 indenture trustee, pursuant to the requirements of Article SixARTICLE VI;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; orTIA;
(viii) to add provide for the issuance of one or more new Series of Notes, in accordance with the provisions of SECTION 2.11; or
(ix) to provide for the termination of any provision to, interest rate swap agreement or change other form of credit enhancement or maturity guarantee agreement in any manner or eliminate any accordance with the provisions of the provisions of, this related Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeSupplement. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect Issuer and Indenture Trustee, when authorized by an Issuer Order, may, also without the interests consent of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied Noteholders of any Series then Outstanding but upon satisfaction of the Rating Agency Condition with respect to the Notes of all Series, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER that Transferor shall have delivered to the Owner Trustee and Indenture Trustee (i) an Officer's Certificate, dated the date of any such action, stating that all requirements for such amendments contained in the Agreement have been met and Transferor reasonably believes that such action will not have an Adverse Effect and (ii) obtains a Tax Opinion. Additionally, notwithstanding the preceding sentence, Issuer and Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Noteholders of any Series then Outstanding or the Enhancement Providers for any Series, enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of Issuer (i) to qualify as, and to permit an election to be made to cause Issuer to be treated as, a "financial asset securitization investment trust" as described in the provisions of Section 860L of the Code, and (ii) to avoid the imposition of state or local income or franchise taxes imposed on Issuer's property or its income; PROVIDED, HOWEVER, that (i) Transferor delivers to the Indenture Trustee an Opinion of Counsel or and the Owner Trustee an Officer’s 's Certificate of the Issuer, in either case to the effect that the supplemental indenture would proposed amendments meet the requirements set forth in this SECTION 10.1(b), (ii) the Rating Agency Condition will have been satisfied and (iii) such amendment does not materially adversely affect the interests rights, duties, protections, indemnities, immunities or obligations of any NoteholderIndenture Trustee or the Owner Trustee hereunder. The amendments which Transferor may make without the consent of Noteholders pursuant to the preceding sentence may include the addition of Receivables.
Appears in 1 contract
Samples: Master Indenture (World Financial Network Credit Card Master Trust)
Supplemental Indentures Without Consent of Noteholders. 47 Page 47
(a) The Without the consent of the Holders of any Notes but with the prior written consent of the Credit Enhancer and upon prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto, hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes contained;
(iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;
(iv) other than in connection with the substitution of Mortgage Loans pursuant to Section 2.04 of the Pooling and Servicing Agreement, to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Documentindenture;
(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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or TIA, and the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect When authorized by an Issuer Order, the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains Issuer and delivers to the Indenture Trustee may also, without the consent of any of the Noteholders but with the prior written consent of the Credit Enhancer and upon prior notice to the Rating Agencies, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel or an Officer’s Certificate of the IssuerCounsel, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (Banc One Abs Corp)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies and upon satisfaction of the Rating Agency Condition with respect to the Notes of all Series, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereofSection 3.11, 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to evidence and provide for the acceptance of the appointment hereunder by a successor Indenture Trustee with respect to the Notes and to add to or change any of 50 the provisions of this Indenture as may be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI;
(vi) to modify, eliminate or add to the provisions of this Indenture to such extent as may be necessary, as evidenced by an Opinion of Counsel, to effect the qualification of this Indenture under the TIA or under any similar United States federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA;
(vii) to provide for the termination of any Series Enhancement in accordance with the provisions of the related Indenture Supplement; provided, however, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which must conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, without the consent of the Holders of any Notes or prior notice to the Rating Agencies in order (A) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or (B) to make any other provisions with respect to matters or questions arising under this Indenture or in any offering document used supplemental indenture, so long as, in connection each case, the Transferor has delivered to the Indenture Trustee an Officer's Certificate, dated the date of any such action, stating that the Transferor reasonably believes that such action will not have a Significant Adverse Effect.
(b) Except as otherwise provided in Section 10.02, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholders of any Series then Outstanding but with (i) prior notice to the initial offer Rating Agencies and sale upon satisfaction of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Rating Agency Condition with respect to the Notes of all Series and to add to or change any (ii) receipt of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant an Officer's Certificate to the requirements effect that the proposed amendment will not have a Significant Adverse Effect, and (iii) receipt of Article Six;
(vii) to modifya Required Federal Income Tax Opinion regarding such amendment, eliminate enter into an indenture or add to indentures supplemental hereto for the purpose of adding any provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change changing in any manner or eliminate eliminating any of the provisions of, this Indenture or to modify of modifying in any manner the rights of the Holders of the Notes under this Indenture. Additionally, notwithstanding the preceding sentence, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholders of any Series then Outstanding, enter into an indenture or indentures supplemental hereto to add, modify or eliminate such provisions as may be necessary or advisable in order to enable all or a portion of the Issuer to qualify as, and to permit an election to be made for the Issuer to be treated as a "financial asset securitization investment trust" under the Code and to avoid the imposition of state or local income or franchise taxes imposed on the Issuer's property or its income; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and Transferor delivers to the Indenture Trustee an Opinion of Counsel or and the Owner Trustee an Officer’s 's Certificate of the Issuer, in either case to the effect that the supplemental indenture would proposed amendments meet the requirements set forth in this paragraph, (ii) the Rating Agency Condition has been satisfied and (iii) such amendment does not materially adversely affect the interests rights, duties or obligations of the Indenture Trustee or the Owner Trustee hereunder.
(c) Subject to the conditions specified in Section 2.12, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which must conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, without the consent of the Holders of any NoteholderNotes but, with prior notice to the Rating Agencies, to provide for the issuance of one or more Series of Notes in accordance with Section 2.12.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Noteholders of any Notes, but with prior notice to the Rating Agencies and the prior written consent of the Enhancer (which consent shall not be unreasonably withheld) unless an Enhancer Default shall have occurred, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating AgenciesRequest, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien 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 the NoteholdersNoteholders or the Enhancer, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct any error or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Documentindenture;
(vi) 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 materially and adversely affect the interests of the Noteholders or the Enhancer (as evidenced by an Opinion of Counsel);
(vii) 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 Six;VI; or
(viiviii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this IndentureTIA; provided, however, that no such supplemental indenture (A) may materially adversely affect shall be entered into unless the interests of any Noteholder Indenture Trustee and (B) will be permitted unless the Enhancer shall have received an Opinion of Counsel is delivered to the Indenture Trustee to the effect that the execution of such supplemental indenture will not cause (1) give rise to any material adverse tax consequence to the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, without the consent of any Noteholder but with prior notice to the Rating Agencies and the Enhancer, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of any Noteholder if or the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition Enhancer or (ii) obtains and delivers cause the Issuer to the Indenture Trustee be subject to an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholderentity level tax.
Appears in 1 contract
Samples: Indenture (Wachovia Asset Securitization Inc 2002 He2 Trust)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with Section 3.11 and the applicable provisions hereof, of another Person to the IssuerOwner Trustee, and the assumption by any such successor of the covenants of the Issuer Owner Trustee contained herein and in the Notes containedNotes;
(iii) to add to the covenants of the Issuer, Owner Trustee for the benefit of the NoteholdersSecurityholders, or to surrender any right or power herein conferred upon the IssuerOwner Trustee;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or herein, in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee or additional Indenture Trustee with respect to the Notes or any class thereof 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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or TIA, and the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect The Owner Trustee and the interests Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with prior notice to the Rating Agency Condition Agencies, at any time and from time to time enter into one or (ii) obtains and delivers to more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture Trustee or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel or an Officer’s Certificate of the IssuerCounsel, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (Navistar Financial Retail Receivables Corporation)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior written notice to each Rating Agency, subject to Section 9.06, the Rating Agencies, at any time Issuer and from time to time, the Indenture Trustee may enter into one or more indentures supplemental heretoto this Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person person to the IssuerIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Issuer herein in this Indenture and in the Notes containedin compliance with the applicable provisions of this Indenture;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power herein conferred upon on the IssuerIssuer in this Indenture;
(iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, ambiguity or mistake;
(vi) to correct or supplement any provision herein in this Indenture or in any supplemental indenture that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic DocumentTransaction Documents;
(vivii) to evidence and provide for conform this Indenture to the acceptance final prospectus supplement issued in respect of the appointment hereunder by a successor trustee with respect Notes, dated March 29, 2004;
(viii) to the Notes and to modify, eliminate, or add to or change any of the provisions of this Indenture as shall be necessary required by any Rating Agency or any other nationally recognized statistical rating organization to facilitate the administration maintain or improve any rating of the trusts hereunder by more than one trustee, pursuant to the requirements of Article SixNotes;
(viiix) to modify, eliminate eliminate, or add to the provisions of this Indenture to such comply with any requirement imposed by the Code;
(x) to modify, eliminate, or add to the provisions of this Indenture to the extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viiixi) to provide for the acceptance of the appointment of a successor trustee under this Indenture and to add any provision to, to or change in any manner or eliminate any of the provisions of, of this Indenture or necessary to modify in any manner facilitate the rights administration of the Holders of Notes trusts under this Indenture; providedIndenture by more than one trustee, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered pursuant to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes requirements of Section 1001 of the CodeArticle VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained in it.
(b) A supplemental indenture shall be deemed not to materially adversely affect Without the interests consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with satisfaction of the Rating Agency Condition or (ii) obtains in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and delivers to the Indenture Trustee an Opinion of Counsel may enter into indentures supplemental to this Indenture to change this Indenture in any manner or an Officer’s Certificate to modify the rights of the Issuer, in either case Noteholders or the Credit Enhancer under this Indenture except (x) amendments that pursuant to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.Section
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when authorized by an Issuer Order and provided with an Issuer Officer’s Certificate stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter into one or more supplemental indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes and the Swap Counterparty, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus dated September 18, 2007 or the Prospectus Supplement dated September 21, 2007 or to make any other provisions with respect to matters or questions arising under this Indenture or in any offering document used in connection with supplemental indenture; provided, that such action shall not adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic DocumentHolders of the Notes;
(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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeTIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall be deemed not to materially and adversely affect the interests of in any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect material respect the interests of any Noteholder, as evidenced by satisfaction of the Rating Agency Condition.
(c) Notwithstanding the foregoing, no amendment under this Section 9.01 shall materially and adversely affect the rights or obligations of the Swap Counterparty under this Indenture unless the Swap Counterparty shall have consented in writing to such action.
Appears in 1 contract
Samples: Indenture (Hyundai Abs Funding Corp)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any (A) offering document used in connection with the initial offer and sale of the Notes or to add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other 2021-A provisions of this Indenture or (B) other 201_-[__] Basic DocumentDocument with respect to matters or questions arising under this Indenture or in any supplemental indenture;
(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 Six;; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2b) cause the Notes to be characterized other than as indebtedness for federal income tax purposes and (3c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (Daimler Trust)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of any Noteholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 41 arising under this Indenture or in any offering document used in connection with supplemental indenture; provided that such action shall not materially adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic DocumentNoteholders;
(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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeTIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (SLM Funding LLC)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Orderthe resolutions of the Board of Directors, and the Trustee may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;
(iia) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person to the Issuer, Company and the assumption by any such successor of the covenants of the Issuer Company herein and in the Notes contained;Notes; or
(iiib) to add to the covenants of the Issuer, Company for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;Company; or
(ivc) to convey, transfer, assign, mortgage evidence or pledge any property provide for the acceptance of appointment hereunder by a successor Trustee with respect to or with the Indenture Trustee;Notes; or
(vd) to cure any ambiguity, defect or inconsistency or make any change necessary to conform the indenture to the section “Description of Notes” contained in the offering memorandum dated January 27, 2004, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein herein, or in to make any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the Notes and provisions of this Indenture; or
(e) to add to to, change or change eliminate any of the provisions of this Indenture as shall be necessary to permit or facilitate the administration issuance of Global Notes and matters related thereto, provided that such action pursuant to this clause (e) shall not adversely affect the interests of the trusts hereunder by more than one trustee, Holders in any material respect; or
(f) make provision with respect to the conversion rights of the holders of Notes pursuant to the requirements of Article SixSection 14.07 and the redemption obligations of the Company pursuant to the requirements of Section 3.05(e);
(viig) to modify, eliminate provide for the issuance of Additional Notes in accordance with the provisions of this Indenture; or
(h) to modify or add to amend any of the provisions of this Indenture to such extent as shall be necessary to effect permit the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Trust Indenture such other provisions as may be expressly required by Act. Upon the TIA or the rules and regulations written request of the Commission; or
(viii) to add any provision toCompany, or change in any manner or eliminate any accompanied by a copy of the provisions of, this Indenture or to modify in any manner the rights resolutions of the Holders Board of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect Directors certified by its Secretary or Assistant Secretary authorizing the interests execution of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to supplemental indenture, the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained.
(b) A contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture shall that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.01 may be deemed not to materially adversely affect executed by the interests Company and the Trustee without the consent of the holders of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Notes at the Rating Agency Condition or (ii) obtains and delivers to time outstanding, notwithstanding any of the provisions of Section 10.02. Notwithstanding any other provision of the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate the Notes, the Registration Rights Agreement and the obligation to pay Liquidated Damages thereunder may be amended, modified or waived in accordance with the provisions of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any NoteholderRegistration Rights Agreement.
Appears in 1 contract
Samples: Indenture (Nii Holdings Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any (i) offering document used in connection with the initial offer and sale of the Notes or to add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other 2021-A provisions of this Indenture or (ii) other Basic DocumentDocument with respect to matters or questions arising under this Indenture or in any supplemental indenture;
(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 Six;; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified characterized for federal income tax purposes as an association or a publicly traded partnership taxable as a corporation for or otherwise have any material adverse impact on the federal income tax purposes, (2) the taxation of any Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeOutstanding or any Noteholder. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the delivered no fewer than ten days’ prior written notice of such supplemental indenture to each Rating Agency Condition or and (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (Mercedes-Benz Auto Receivables Trust 2010-1)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with [the consent of the Credit Enhancer and] prior notice to the Rating Agencies [and the Credit Enhancer], the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating AgenciesRequest, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with supplemental indenture; PROVIDED, that such action shall not adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic DocumentHolders of the Notes;
(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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viii) to add any provision toPROVIDED, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, howeverHOWEVER, that no such supplemental indenture (A) may materially adversely affect supplements shall be entered into unless the interests of any Noteholder and (B) will be permitted unless Indenture Trustee shall have received an Opinion of Counsel is delivered that entering into such indenture supplement will not have any material adverse tax consequences to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeNoteholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Notes but with [the consent of the Credit Enhancer and] prior notice to the Rating Agencies [and the Credit Enhancer], enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; PROVIDED, however, that such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers cause the Issuer to be subject to an entity level tax or be classified as a taxable mortgage pool within the Indenture Trustee an Opinion meaning of Counsel or an Officer’s Certificate Section 7701(i) of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any NoteholderCode.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior written notice to each Rating Agency, subject to Section 9.06, the Rating Agencies, at any time Issuer and from time to time, the Indenture Trustee may enter into one or more indentures supplemental heretoto this Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person person to the IssuerIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Issuer herein in this Indenture and in the Notes containedin compliance with the applicable provisions of this Indenture;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power herein conferred upon on the IssuerIssuer in this Indenture;
(iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, ambiguity or mistake;
(vi) to correct or supplement any provision herein in this Indenture or in any supplemental indenture that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic DocumentTransaction Documents;
(vivii) to evidence and provide for conform this Indenture to the acceptance final prospectus supplement issued in respect of the appointment hereunder by a successor trustee with respect Notes, dated March 28, 2003;
(viii) to the Notes and to modify, eliminate, or add to or change any of the provisions of this Indenture as shall be necessary required by any Rating Agency or any other nationally recognized statistical rating organization to facilitate the administration maintain or improve any rating of the trusts hereunder by more than one trustee, pursuant to the requirements of Article SixNotes;
(viiix) to modify, eliminate eliminate, or add to the provisions of this Indenture to such comply with any requirement imposed by the Code;
(x) to modify, eliminate, or add to the provisions of this Indenture to the extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viiixi) to provide for the acceptance of the appointment of a successor trustee under this Indenture and to add any provision to, to or change in any manner or eliminate any of the provisions of, of this Indenture or necessary to modify in any manner facilitate the rights administration of the Holders of Notes trusts under this Indenture; providedIndenture by more than one trustee, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered pursuant to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes requirements of Section 1001 of the CodeArticle VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained in it.
(b) A supplemental indenture shall be deemed not to materially adversely affect Without the interests consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with satisfaction of the Rating Agency Condition or (ii) obtains in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and delivers to the Indenture Trustee an Opinion of Counsel may enter into indentures supplemental to this Indenture to change this Indenture in any manner or an Officer’s Certificate to modify the rights of the Issuer, in either case Noteholders or the Credit Enhancer under this Indenture except (x) amendments that pursuant to Section 9.02 require the effect consent of each affected Noteholder and (y) amendments that the supplemental indenture would not materially adversely affect in any material respects the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (Cwabs Inc Revolving Home Eq Loan Asset BKD Notes Ser 2003-C)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 20212013-A B Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (Ai) may materially adversely affect the interests of any Noteholder and (Bii) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not (a) cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2b) cause the Notes to be characterized other than as indebtedness for federal income tax purposes and (3c) cause the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Issuer, the Servicer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any the Holders of any Notes but with prior written notice to the Rating AgenciesNotes, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes, provided that any such amendment, as evidenced by an Opinion of Counsel, will not have a material adverse effect on Noteholders:
(i1) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;; or
(ii2) to evidence the succession, in compliance with the applicable provisions hereof, succession 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;, in accordance with Section 11.02(q) hereof; or
(iii3) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of all Notes of one or more Series, or to surrender any right or power herein conferred upon the Issuer;; or
(iv4) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with Trustee for the initial offer and sale benefit of the Notes or other 2021-A Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionNoteholders; or
(viii5) to add any provision to, or change in any manner or eliminate any evidence the succession of the provisions of, this Indenture or Trustee pursuant to modify in any manner Article Seven hereof. No supplemental indenture that permits the rights issuance of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests in coupon form will be of any Noteholder force and (B) will be permitted effect unless the Trustee and the Issuer shall have received an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture amendment will not cause (1) adversely affect the Issuer Issuer's ability to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) deduct the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) interest paid on the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeNotes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise. Promptly after the execution by the Issuer, the Servicer and the Trustee of any supplemental indenture pursuant to this Section 9.01, the Issuer shall mail to each Noteholder and to the Rating Agency a copy of such supplemental indenture.
(b) A supplemental indenture The Issuer, the Servicer and the Trustee, without the consent of the Holders of the Notes Outstanding, at any time and from time to time, may enter into one or more Series Supplements, in form satisfactory to the Trustee, for the purpose of issuing a new Series of Notes in accordance with the terms hereof. Any Series Supplement may supplement or modify the terms of this Indenture, but such supplements or modifications shall be deemed not to materially adversely only affect the interests of any Noteholder if the Person requesting Notes issued pursuant to such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any NoteholderSeries Supplement.
Appears in 1 contract
Samples: Indenture (Trendwest Resorts Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with Section 3.11 and the applicable provisions hereof, of another Person to the IssuerOwner Trustee, and the assumption by any such successor of the covenants of the Issuer Owner Trustee contained herein and in the Notes containedNotes;
(iii) to add to the covenants of the Issuer, Owner Trustee for the benefit of the NoteholdersSecurityholders, or to surrender any right or power herein conferred upon the IssuerOwner Trustee;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or herein, in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee or additional Indenture Trustee with respect to the Notes or any class thereof 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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or TIA, and the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect The Owner Trustee and the interests Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with prior notice to the Rating Agency Condition Agencies, at any time and from time to time enter into one or (ii) obtains and delivers to more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture Trustee or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as -------- ------- evidenced by an Opinion of Counsel or an Officer’s Certificate of the IssuerCounsel, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
(c) Notwithstanding any other provision of this Indenture, if the consent of the Swap Counterparty is required pursuant to the Swap Counterparty Rights Agreement to enter into a supplemental indenture, any such purported supplemental indenture shall be null and void ab initio unless the Swap Counterparty consents in writing to such supplemental indenture. Any such supplemental indenture shall include the same requirement of the Swap Counterparty to consent to further supplemental indentures.
Appears in 1 contract
Samples: Indenture (Navistar Financial Retail Receivables Corporation)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with Section ------- 3.10 and the applicable provisions hereof, of another Person to the Issuer, ---- and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes;
(iii) to add to the covenants of the Issuer, Issuer for the benefit of the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(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 Sixindenture;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or TIA, and the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, at any time and from time to time enter into one or more indentures supplemental indenture hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such -------- ------- action shall be deemed not to materially not, as evidenced by an Officer's Certificate, adversely affect in any material respect the interests of any Noteholder if unless such Noteholders' consent is obtained.
(c) Notwithstanding anything contained herein to the Person requesting contrary, this Indenture and any Series Supplement may be amended by the parties thereto and which the (consent of the parties thereto will not be unreasonably withheld), but without the consent of any Noteholders to add, modify or eliminate such supplemental indenture provisions as may be necessary or advisable in order to enable (ia) has satisfied the transfer to Issuer of all or any portion of the Receivables to be derecognized under generally accepted accounting principles ("GAAP"), (b) Issuer to avoid becoming a member of Servicer's consolidated group under GAAP, (c) the Transferor or any Affiliate of the Transferor or any of their Affiliates to otherwise comply with or obtain more favorable treatment under any law or regulation or any accounting rule or principle or (d) the Transferor or Servicer to remove and reassign any Accounts and/or some or all of the Receivables arising therein to the extent such removal and reassignment would be consistent with derecognition under GAAP of the transfer of such Receivables to the Issuer; it being a condition to any such amendment that the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.shall have been met;
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Orderthe resolutions of the Board of Directors, mayand the Trustee, without at the consent of any Holders of any Notes but with prior written notice Company’s expense, may from time to the Rating Agencies, time and at any time and from time to time, enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(ia) to correct cure any ambiguity, omission, defect or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional propertyinconsistency;
(iib) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and provide for the assumption by any such successor a Successor Company of the covenants obligations of the Issuer herein and in Company under the Notes containedIndenture pursuant to Article XII;
(iiic) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
(d) to add guarantees with respect to the Notes;
(e) to secure the Notes;
(f) to add to the covenants of the Issuer, Company for the benefit of the Noteholders, holders or to surrender any right or power herein conferred upon the IssuerCompany;
(ivg) to convey, transfer, assign, mortgage or pledge make any property to or with change that does not materially adversely affect the Indenture Trustee;rights of any holder; or
(vh) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent comply with any other provision herein or in any supplemental indenture or in any offering document used requirements of the Commission in connection with the initial offer and sale qualification of the Notes or other 2021-A Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Trust Indenture such other provisions as may be expressly required by Act. Upon the TIA or the rules and regulations written request of the Commission; or
(viii) to add any provision toCompany, or change in any manner or eliminate any accompanied by a Board Resolution authorizing the execution of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect indenture, the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that which may be therein contained.
(b) A contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture shall which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.01 may be deemed not to materially adversely affect executed by the interests Company and the Trustee without the consent of the holders of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Notes at the Rating Agency Condition or (ii) obtains and delivers to time outstanding. Notwithstanding any other provision of the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate the Notes, the Registration Rights Agreement and the obligation to pay Additional Interest thereunder may be amended, modified or waived solely in accordance with the provisions of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any NoteholderRegistration Rights Agreement.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes and with prior notice to each Rating Agency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, Order may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of lien created by this Indenture, or to subject to the Lien of lien created by 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or the Transaction Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Documentsupplemental indenture;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture 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 trusteeIndenture Trustee, pursuant to the requirements of Article SixVI;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; orand
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, make such amendments to this Indenture or to modify in any manner the rights Notes (other than an amendment of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (Atype described in Section 9.02(i)-(viii)) may materially adversely affect as the interests of any Noteholder Issuer and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to Trustee, in their reasonable discretion, may deem necessary or advisable in order for the effect that such supplemental indenture will not cause (1) Class A Notes, the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) Class B Notes and the Class C Notes to be characterized other than as indebtedness qualify for federal income tax purposes and (3) or maintain their listing on the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeIrish Stock Exchange. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A . Any amendment or supplemental indenture entered into pursuant to this Section 9.01 shall be deemed not to materially adversely affect the interests of the Holders of the Notes in any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee material respect, as evidenced by an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case delivered to the effect Indenture Trustee. The consent of each Swap Counterparty will be required unless the Trust obtains an opinion of counsel stating that the supplemental indenture would amendment does not materially adversely affect in any material respect the interests of any Noteholderthe Swap Counterparties.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Orderthe resolutions of the Board of Directors, and the Trustee may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property;
(iia) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person to the Issuer, Company and the assumption by any such successor of the covenants of the Issuer Company herein and in the Notes contained;pursuant to Article XI; or
(iiib) to add to the covenants of the Issuer, Company for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer;Company; or
(ivc) to convey, transfer, assign, mortgage evidence or pledge any property provide for the acceptance of appointment hereunder by a successor Trustee with respect to or with the Indenture Trustee;Notes; or
(vd) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein herein, or in to make any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the Notes and provisions of this Indenture; or
(e) to add to to, change or change eliminate any of the provisions of this Indenture as shall be necessary to permit or facilitate the administration issuance of Global Notes and matters related thereto, provided that such action pursuant to this clause (e) shall not adversely affect the interests of the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six;Noteholders in any material respect; or
(viif) to modify, eliminate provide for the issuance of Additional Notes in accordance with the provisions of this Indenture; or
(g) to modify or add to amend any of the provisions of this Indenture to such extent as shall be necessary to effect permit the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Trust Indenture such other provisions as may be expressly required by Act. Upon the TIA or the rules and regulations written request of the Commission; or
(viii) to add any provision toCompany, or change in any manner or eliminate any accompanied by a copy of the provisions of, this Indenture or to modify in any manner the rights resolutions of the Holders Board of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect Directors certified by its Secretary or Assistant Secretary authorizing the interests execution of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to supplemental indenture, the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained.
(b) A contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture shall that affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 10.01 may be deemed not to materially adversely affect executed by the interests Company and the Trustee without the consent of the holders of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Notes at the Rating Agency Condition or (ii) obtains and delivers to time outstanding, notwithstanding any of the provisions of Section 10.02. Notwithstanding any other provision of the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate the Notes, the Registration Rights Agreement and the obligation to pay Additional Interest thereunder may be amended, modified or waived in accordance with the provisions of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any NoteholderRegistration Rights Agreement.
Appears in 1 contract
Samples: Indenture (Agco Corp /De)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer With the consent of the Note Insurer and without the consent of the Holders of any Notes, the Trust and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(ia) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(iib) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed;
(c) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person to the IssuerTrust to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer Trust herein and in the Notes contained;
(iiid) to add to the covenants of the IssuerTrust, for the benefit of the NoteholdersHolders of all Notes and the Note Insurer, or to surrender any right or power herein conferred upon the IssuerTrust;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(ve) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect in any supplemental indenture or in any offering document used in connection with material respect the initial offer and sale interests of the Holders of the Notes or other 2021-A Basic Document;
(vi) the Certificateholders; PROVIDED, that the amendment shall be deemed not to evidence and provide for adversely affect in any material respect the acceptance interests of the appointment hereunder by a successor trustee with respect to Holders of the Notes and to add to or change any the Note Insurer if the Person requesting the amendment obtains written confirmation of the provisions of this Indenture as shall be necessary to facilitate the administration satisfaction of the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six;Rating Agency Condition; or
(viif) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedTIA.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to Xxxxx'x, the Note Issuer and the Indenture Note Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Note Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Note Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person person to the Note Issuer, and the assumption by any such successor of the covenants of the Note Issuer herein and in the Notes contained;
(iii) to add to the covenants of the Note Issuer, for the benefit of the NoteholdersHolders of the Notes, or to surrender any right or power herein conferred upon the Note Issuer;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Note Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with supplemental indenture; provided that such action shall not adversely affect the initial offer and sale interests of the Holders of the Notes or other 2021-A Basic Documentholders of the Certificates;
(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 SixVI;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal Federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viii) to add any provision to, or change in any manner or eliminate any of set forth the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests terms of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect Series that such supplemental indenture will has not cause (1) the Issuer to be classified as an association or theretofore been authorized by a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeSeries Supplement. The Indenture Note 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) A The Note Issuer and the Note Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that (i) such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder if the Person requesting such supplemental indenture Noteholders or the holders of Certificates and (iii) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholdershall have been satisfied with respect thereto.
Appears in 1 contract
Samples: Indenture (Sierra Pacific Power Co)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior written notice to each Rating Agency, subject to Section 9.06, the Rating AgenciesIssuer, at any time the Co-Trustee, and from time to time, the Indenture Trustee may enter into one or more indentures supplemental heretoto this Indenture, in form satisfactory to the Indenture Trustee and the Co-Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person person to the IssuerIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Issuer herein in this Indenture and in the Notes containedin compliance with the applicable provisions of this Indenture;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power herein conferred upon on the IssuerIssuer in this Indenture;
(iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein in this Indenture or in any supplemental indenture that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic DocumentTransaction Documents;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to modify, eliminate, or add to or change any of the provisions of this Indenture as shall be necessary required by any Rating Agency or any other nationally recognized statistical rating organization to facilitate the administration maintain or improve any rating of the trusts hereunder by more than one trustee, pursuant to the requirements of Article SixNotes;
(vii) to modify, eliminate eliminate, or add to the provisions of this Indenture to such comply with any requirement imposed by the Code;
(viii) to modify, eliminate, or add to the provisions of this Indenture to the extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viiiix) to provide for the acceptance of the appointment of a successor trustee under this Indenture and to add any provision to, to or change in any manner or eliminate any of the provisions of, of this Indenture or necessary to modify in any manner facilitate the rights administration of the Holders of Notes trusts under this Indenture; providedIndenture by more than one trustee, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered pursuant to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes requirements of Section 1001 of the CodeArticle VI. The Indenture Trustee is hereby and Co-Trustee are 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) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied contained in it. No amendment that satisfies the Rating Agency Condition or (ii) obtains and delivers shall, for purposes of this Section, be considered to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
(b) Without the consent of any of the Noteholders but with satisfaction of the Rating Agency Condition (in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer, the Co-Trustee, and the Indenture Trustee may enter into indentures supplemental to this Indenture to change this Indenture in any manner or to modify the rights of the Noteholders or the Credit Enhancer under this Indenture except amendments that pursuant to Section 9.02 require the consent of each affected Noteholder.
Appears in 1 contract
Samples: Indenture (Cwabs Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with prior written notice to the Rating AgenciesAgencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when authorized by an Issuer Order and provided with an Officer’s Certificate from the Issuer stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter into one or more supplemental indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;; 52 (2014-A Indenture)
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus dated January 23, 2014 or the Prospectus Supplement dated January 28, 2014 or to make any other provisions with respect to matters or questions arising under this Indenture or in any offering document used in connection with supplemental indenture; provided, that such action shall not adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic DocumentHolders of the Notes;
(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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeTIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect The Issuer and the interests Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if of the Person requesting such Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture subject to the satisfaction of one of the following conditions:
(i) has satisfied the Rating Agency Condition or (ii) obtains and Issuer delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of to the Issuer, in either case Indenture Trustee to the effect that the supplemental indenture would such amendment will not materially and adversely affect the interests of the Noteholders; or
(ii) the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any NoteholderOutstanding Class of Notes) with respect to such action.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The With the prior written consent of the Holders of not less than a majority of the Outstanding Amount of the Notes and subject to the satisfaction of the Rating Agency Condition, as evidenced to the Trustee, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenturepurpose; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
(Aa) may materially adversely affect change the interests date of payment of any Noteholder and (B) will be permitted unless an Opinion installment of Counsel is delivered principal of or interest on any Note, or reduce the principal amount thereof or the interest rate thereon, change the provision of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof;
(b) reduce the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(c) modify or alter the exceptions to the definition of the term “Outstanding”;
(d) reduce the percentage of the Outstanding Amount of the Notes required to direct the Trustee to the effect that such supplemental indenture will not cause (1) direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.4;
(e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be classified modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(f) modify any of the provisions of this Indenture in such manner as an association to affect the calculation of the amount of any payment of interest or a publicly traded partnership taxable as a corporation principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for federal income tax purposes, (2) the mandatory redemption of the Notes contained herein; or
(g) permit the creation of any lien ranking prior to be characterized other than as indebtedness for federal income tax purposes and (3) or on a parity with the Notes lien of this Indenture with respect to be deemed to have been exchanged for purposes of Section 1001 any part of the CodeTrust Estate or, except as otherwise permitted or contemplated in the Basic Documents, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A . Unless otherwise specified by the Noteholders, it shall not be necessary for any Act of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Trustee shall be deemed not mail to materially adversely the Noteholders a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the interests validity of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholderindenture.
Appears in 1 contract
Samples: Indenture (Gehl Co)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with the prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretosupplemental, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes and the Hedge Counterparties, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with supplemental indenture; provided, that, such action shall not as evidenced by an Opinion of Counsel delivered to the initial offer and sale Indenture Trustee, adversely affect the interests of the Notes Noteholders or other 2021-A Basic Documentthe Hedge Counterparties in any material respect;
(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 SixVI;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect conditions, limitations and restrictions on the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted authorized amount, terms and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations purposes of the Commission; orissuance, authentication and delivery of any Class of Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed;
(viii) to add any provision to, or change in any manner or eliminate any modify the restrictions on and procedures for resales and other transfers of the provisions of, this Indenture Notes to reflect any changes in Applicable Law or regulations (or the interpretation thereof) or to modify in any manner enable the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to Issuer or the Indenture Trustee to rely upon the effect that exemption from registration under the Securities Act or the 1940 Act or to remove restrictions on resale or transfer to the extent required hereunder;
(ix) to make such supplemental indenture will not cause amendments to this Indenture or the Notes (1other than an amendment of the type described in Section 9.02(i)-(viii)) as the Issuer to be classified as an association and the Indenture Trustee, in their reasonable discretion, may deem necessary or a publicly traded partnership taxable as a corporation advisable in order for federal income tax purposesthe Class A-1 Notes, (2) the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes to be characterized other than as indebtedness qualify for federal income tax purposes and or maintain their listing on the Irish Stock Exchange; and
(3x) to evidence or implement any change to this Indenture required by regulations or guidelines enacted to support the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeUSA PATRIOT Act. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes or any Hedge Counterparty under this Indenture; provided, however, that such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests interest of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or any Hedge Counterparty or (ii) obtains and delivers cause the Issuer to be subject to an entity level tax or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code.
(c) Notwithstanding any provision contained herein to the contrary, prior to entering into any supplemental indenture pursuant to Section 9.01, the Issuer and Indenture Trustee an Opinion of Counsel or an Officershall obtain written confirmation from Moody’s Certificate of that entry by the Issuer, in either case to the effect that the Issuer and Indenture Trustee into such supplemental indenture would not materially adversely affect satisfies the interests of any NoteholderMxxxx’x Rating Condition.
Appears in 1 contract
Samples: Indenture (Capitalsource Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior written notice to each Rating Agency, subject to Section 9.06, the Rating Agencies, at any time Issuer and from time to time, the Indenture Trustee may enter into one or more indentures supplemental heretoto this Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person person to the IssuerIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Issuer herein in this Indenture and in the Notes containedin compliance with the applicable provisions of this Indenture;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power herein conferred upon on the IssuerIssuer in this Indenture;
(iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, ambiguity or mistake;
(vi) to correct or supplement any provision herein in this Indenture or in any supplemental indenture that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic DocumentTransaction Documents;
(vivii) to evidence and provide for conform this Indenture to the acceptance final prospectus supplement issued in respect of the appointment hereunder by a successor trustee with respect Notes, dated May 28, 2003;
(viii) to the Notes and to modify, eliminate, or add to or change any of the provisions of this Indenture as shall be necessary required by any Rating Agency or any other nationally recognized statistical rating organization to facilitate the administration maintain or improve any rating of the trusts hereunder by more than one trustee, pursuant to the requirements of Article SixNotes;
(viiix) to modify, eliminate eliminate, or add to the provisions of this Indenture to such comply with any requirement imposed by the Code;
(x) to modify, eliminate, or add to the provisions of this Indenture to the extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viiixi) to provide for the acceptance of the appointment of a successor trustee under this Indenture and to add any provision to, to or change in any manner or eliminate any of the provisions of, of this Indenture or necessary to modify in any manner facilitate the rights administration of the Holders of Notes trusts under this Indenture; providedIndenture by more than one trustee, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered pursuant to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes requirements of Section 1001 of the CodeArticle VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained in it.
(b) A supplemental indenture shall be deemed not to materially adversely affect Without the interests consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with satisfaction of the Rating Agency Condition or (ii) obtains in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and delivers to the Indenture Trustee an Opinion of Counsel may enter into indentures supplemental to this Indenture to change this Indenture in any manner or an Officer’s Certificate to modify the rights of the Issuer, in either case Noteholders or the Credit Enhancer under this Indenture except (x) amendments that pursuant to Section 9.02 require the effect consent of each affected Noteholder and (y) amendments that the supplemental indenture would not materially adversely affect in any material respects the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (Cwabs Revolving Home Equity Ln Asset Backed Notes Ser 2003-E)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior written notice to each Rating Agency, subject to Section 9.06, the Rating Agencies, at any time Issuer and from time to time, the Indenture Trustee may enter into one or more indentures supplemental heretoto this Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person person to the IssuerIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Issuer herein in this Indenture and in the Notes containedin compliance with the applicable provisions of this Indenture;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power herein conferred upon on the IssuerIssuer in this Indenture;
(iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, ambiguity or mistake;
(vi) to correct or supplement any provision herein in this Indenture or in any supplemental indenture that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or the other Transaction Documents;
(vii) to conform this Indenture to the final prospectus supplement issued in any offering document used in connection with the initial offer and sale respect of the Notes or other 2021-A Basic Documentreferred to in the Adoption Annex;
(viviii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to modify, eliminate, or add to or change any of the provisions of this Indenture as shall be necessary required by any Rating Agency or any other nationally recognized statistical rating organization to facilitate the administration maintain or improve any rating of the trusts hereunder by more than one trustee, pursuant to Notes without taking the requirements of Article SixPolicy into account;
(viiix) to modify, eliminate eliminate, or add to the provisions of this Indenture to such comply with any requirement imposed by the Code;
(x) to modify, eliminate, or add to the provisions of this Indenture to the extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viiixi) to provide for the acceptance of the appointment of a successor trustee under this Indenture and to add any provision to, to or change in any manner or eliminate any of the provisions of, of this Indenture or necessary to modify in any manner facilitate the rights administration of the Holders of Notes trusts under this Indenture; providedIndenture by more than one trustee, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered pursuant to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes requirements of Section 1001 of the CodeArticle VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained in it.
(b) A supplemental indenture shall be deemed not to materially adversely affect Without the interests consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with satisfaction of the Rating Agency Condition or (ii) obtains in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and delivers to the Indenture Trustee an Opinion of Counsel may enter into indentures supplemental to this Indenture to change this Indenture in any manner or an Officer’s Certificate to modify the rights of the Issuer, in either case Noteholders or the Credit Enhancer under this Indenture except (x) amendments that pursuant to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.Section
Appears in 1 contract
Samples: Indenture (CWABS Revolving Home Equity Loan Trust, Series 2004-D)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with the prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretosupplemental, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person 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 the NoteholdersHolders of the Notes and the Hedge Counterparties, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that 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 offering document used in connection with supplemental indenture; provided, that, such action shall not as evidenced by an Opinion of Counsel delivered to the initial offer and sale Indenture Trustee, adversely affect the interests of the Notes Noteholders or other 2021-A Basic Documentthe Hedge Counterparties in any material respect;
(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 SixVI;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect conditions, limitations and restrictions on the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted authorized amount, terms and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations purposes of the Commission; orissuance, authentication and delivery of any Class of Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed;
(viii) to add any provision to, or change in any manner or eliminate any modify the restrictions on and procedures for resales and other transfers of the provisions of, this Indenture Notes to reflect any changes in Applicable Law or regulations (or the interpretation thereof) or to modify in any manner enable the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to Issuer or the Indenture Trustee to rely upon the effect that exemption from registration under the Securities Act or the 1940 Act or to remove restrictions on resale or transfer to the extent required hereunder;
(ix) to make such supplemental indenture will not cause amendments to this Indenture or the Notes (1other than an amendment of the type described in Section 9.02(i)-(viii)) as the Issuer to be classified as an association and the Indenture Trustee, in their reasonable discretion, may deem necessary or a publicly traded partnership taxable as a corporation advisable in order for federal income tax purposesthe Class A Notes, (2) the Class B Notes, the Class C Notes and the Class D Notes to be characterized other than as indebtedness qualify for federal income tax purposes and or maintain their listing on the Irish Stock Exchange; and
(3x) to evidence or implement any change to this Indenture required by regulations or guidelines enacted to support the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeUSA PATRIOT Act. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental indenture hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes or any Hedge Counterparty under this Indenture; provided, however, that such action shall be deemed not to materially not, as evidenced by an Opinion of Counsel, (i) adversely affect in any material respect the interests interest of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or any Hedge Counterparty or (ii) obtains and delivers cause the Issuer to be subject to an entity level tax or be classified as a taxable mortgage pool within the meaning of Section 7701(i) of the Code.
(c) Notwithstanding any provision contained herein to the contrary, prior to entering into any supplemental indenture pursuant to Section 9.01, the Issuer and Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of shall obtain written confirmation from Moody's that entry by the Issuer, in either case to the effect that the Issuer and Indenture Trustee into such supplemental indenture would not materially adversely affect satisfies the interests of any NoteholderXxxxx'x Rating Condition.
Appears in 1 contract
Samples: Indenture (Capitalsource Inc)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes and with prior notice to each Rating Agency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without and the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, other parties hereto at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of lien created by this Indenture, or to subject additional property to the Lien of lien created by this Indenture additional propertyIndenture;
(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 the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic DocumentTransaction Documents;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture 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 trusteeIndenture Trustee, pursuant to the requirements of Article Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; orand
(viii) to add any provision to, or change in any manner or eliminate any elect into the FASIT provisions of the provisions ofCode, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless provided an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture election will not cause (1) adversely affect the Noteholders, is delivered to the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the CodeIndenture Trustee. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect The Issuer and the interests Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if of the Person requesting Holders of the Notes and with prior notice to each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this 50 Indenture; provided, however, that such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee action shall not, as evidenced by an Opinion of Counsel or an Officer’s Certificate of the IssuerCounsel, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture TrusteeIssuer, when authorized by an Issuer Order, may, without and the consent of any Holders of any Notes but with prior written notice to the Rating AgenciesIndenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture TrusteeTrustee without the consent of any Noteholder, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or ; provided such action pursuant to subject this clause (i) shall not adversely affect the interests of the Noteholders in any respect (as evidenced by an Officer's Certificate of the Issuer delivered to the Lien of this Indenture additional propertyTrustee (upon which the Indenture Trustee shall be entitled to conclusively rely));
(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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted Section 7.09 and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionSection 7.11 hereof; or
(viiiiii) to add cure any ambiguity, to correct or supplement any provision toherein which may be defective or inconsistent with any other provision herein, to conform this Indenture to the offering circular related to the Notes, or change in to make any manner other provisions with respect to matters or eliminate any of questions arising under this Indenture; provided that such action pursuant to this clause (iii) shall not adversely affect the provisions of, this Indenture or to modify in any manner the rights interests of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect as evidenced by an Officer's Certificate of the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is Issuer delivered to the Indenture Trustee to (upon which the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized shall be entitled to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedconclusively rely)).
(b) A The Indenture Trustee shall promptly deliver, at least five Business Days prior to the effectiveness thereof, to each Noteholder and the Rating Agencies a copy of any supplemental indenture entered into pursuant to this Section 9.01 hereof.
(c) Provided that all other conditions precedent have been satisfied, the Indenture Trustee shall be deemed approve any supplemental indenture and may expressly rely on any Opinion of Counsel requested by the Indenture Trustee in connection with any such supplemental indenture as the basis therefor. In determining whether or not to an amendment materially adversely affect affects the interests of any Noteholder if the Person requesting Holders of the Notes, such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or may conclusively rely on an Officer’s Certificate of the Issuer, in either case to Issuer or the effect that the supplemental indenture would not materially adversely affect the interests of any NoteholderServicer.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without Without the consent of any the Holders of any Notes but with the consent of the Credit Enhancer (which shall not be unreasonably withheld) and with prior written notice to each Rating Agency, subject to Section 9.06, the Rating Agencies, at any time Issuer and from time to time, the Indenture Trustee may enter into one or more indentures supplemental heretoto this Indenture, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person person to the IssuerIssuer pursuant to this Indenture, and the assumption by any such the successor of the covenants of the Issuer herein in this Indenture and in the Notes containedin compliance with the applicable provisions of this Indenture;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersNoteholders or the Credit Enhancer, or to surrender any right or power herein conferred upon on the IssuerIssuer in this Indenture;
(iv) to convey, transfer, assign, mortgage mortgage, or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, ambiguity or mistake;
(vi) to correct or supplement any provision herein in this Indenture or in any supplemental indenture that may be inconsistent with any other provision herein in this Indenture or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic DocumentTransaction Documents;
(vivii) to evidence and provide for conform this Indenture to the acceptance final prospectus supplement issued in respect of the appointment hereunder by a successor trustee with respect Notes, dated April 25, 2003;
(viii) to the Notes and to modify, eliminate, or add to or change any of the provisions of this Indenture as shall be necessary required by any Rating Agency or any other nationally recognized statistical rating organization to facilitate the administration maintain or improve any rating of the trusts hereunder by more than one trustee, pursuant to the requirements of Article SixNotes;
(viiix) to modify, eliminate eliminate, or add to the provisions of this Indenture to such comply with any requirement imposed by the Code;
(x) to modify, eliminate, or add to the provisions of this Indenture to the extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the CommissionTIA; or
(viiixi) to provide for the acceptance of the appointment of a successor trustee under this Indenture and to add any provision to, to or change in any manner or eliminate any of the provisions of, of this Indenture or necessary to modify in any manner facilitate the rights administration of the Holders of Notes trusts under this Indenture; providedIndenture by more than one trustee, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered pursuant to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes requirements of Section 1001 of the CodeArticle VI. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedcontained in it.
(b) A supplemental indenture shall be deemed not to materially adversely affect Without the interests consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with satisfaction of the Rating Agency Condition or (ii) obtains in connection with which the consent of the Credit Enhancer shall not be unreasonably withheld), subject to Section 9.06, the Issuer and delivers to the Indenture Trustee an Opinion of Counsel may enter into indentures supplemental to this Indenture to change this Indenture in any manner or an Officer’s Certificate to modify the rights of the Issuer, in either case Noteholders or the Credit Enhancer under this Indenture except (x) amendments that pursuant to Section 9.02 require the effect consent of each affected Noteholder and (y) amendments that the supplemental indenture would not materially adversely affect in any material respects the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (Cwabs Inc Revolving Home Eq Loan Ast Back Notes Ser 2003-D)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another Person to the IssuerOwner Trustee, and the assumption by any such successor of the covenants of the Issuer Owner Trustee contained herein and in the Notes containedNotes;
(iii) to add to the covenants of the Issuer, Owner Trustee for the benefit of the NoteholdersSecurityholders, or to surrender any right or power herein conferred upon the IssuerOwner Trustee;
(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
(v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or herein, in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee or additional Indenture Trustee with respect to the Notes or any class thereof 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 Six;VI; or
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or TIA, and the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect The Owner Trustee and the interests Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with prior notice to the Rating Agency Condition Agencies, at any time and from time to time enter into one or (ii) obtains and delivers to more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture Trustee or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as -------- ------- evidenced by an Opinion of Counsel or an Officer’s Certificate of the IssuerCounsel, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (Navistar Financial Retail Receivables Corporation)
Supplemental Indentures Without Consent of Noteholders. The Company, at the Company’s expense, may, from time to time and at any time, amend this Indenture, the Notes, the Note Guarantees or any Security Documents to:
(a) The Issuer and the Indenture Trusteecure any ambiguity, when authorized by an Issuer Orderomission, may, without the consent of defect or inconsistency that does not adversely affect Holders in any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional propertymaterial respect;
(iib) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and provide for the assumption by any such successor a Successor Company of the covenants obligations of the Issuer herein and in the Notes containedCompany under this Indenture;
(iiic) increase the Conversion Rate of the Notes;
(d) add guarantees or additional obligors with respect to the Notes;
(e) add to the covenants of the Issuer, Company or its Restricted Subsidiaries for the benefit of the Noteholders, Holders or to surrender any right or power herein conferred upon the IssuerCompany;
(ivf) to convey, transfer, assign, mortgage or pledge make any property to or with change that does not adversely affect the Indenture Trusteerights of any Holder in any material respects;
(vg) conform the provisions of this Indenture, the Note Guarantees, the Security Documents or the Notes to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic section entitled “Description of the New Notes” as set forth in the Exchange Offer Document;
(vih) to evidence and provide for the acceptance add any additional Events of the appointment hereunder by a successor trustee Default;
(i) comply 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 Sixthe Commission or any applicable securities depositary or stock exchange on which the Common Stock may be listed;
(viij) provide for uncertificated Notes in addition to modify, eliminate or add in place of certificated Notes;
(k) make any amendment to the provisions of this Indenture relating to such extent as shall be necessary to effect the qualification transfer and legending of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this IndentureNotes; provided, however, that no (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such supplemental indenture (A) may amendment does not materially and adversely affect the interests rights of Holders to transfer Notes;
(l) to allow any Guarantor to execute a supplemental Indenture and/or a Note Guarantee with respect to the Notes or to release a Guarantor as provided in this Indenture;
(m) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; or
(n) evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture. In addition, the Trustee and the First-Lien Notes Collateral Agent will be authorized to amend the Intercreditor Agreement or the Security Documents to add additional secured parties holding Permitted Additional Pari Passu Obligations, First-Lien Note Obligations, Second-Lien Note Obligations or ABL Obligations permitted by this Indenture with the same Lien priorities and rights as provided in the Intercreditor Agreement or to enter into intercreditor arrangements with the holders of any Noteholder and (B) will be permitted unless an Opinion such Indebtedness so long as the terms of Counsel is delivered such intercreditor arrangements are not less favorable to the Indenture Trustee to holders of Notes than the effect that such supplemental indenture will not cause (1) intercreditor provisions contained in the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) Security Agreement and the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) Intercreditor Agreement. Upon the Notes to be deemed to have been exchanged for purposes of Section 1001 written request of the Code. The Indenture Company, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained.
(b) A , but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture shall that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 11.01 may be deemed not to materially adversely affect executed by the interests Company, the Guarantors and the Trustee without the consent of the Holders of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the IssuerNotes at the time outstanding, in either case to notwithstanding any of the effect that the supplemental indenture would not materially adversely affect the interests provisions of any NoteholderSection 11.02.
Appears in 1 contract
Samples: Indenture (Horizon Lines, Inc.)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized directed by an Issuer Order, maymay enter, without with the consent of any Holders of any Notes but with prior written notice to the Rating AgenciesMajority Holders, at any time and from time to time, enter into one an indenture or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Document;
(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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other for the purpose of adding any provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change changing in any manner or eliminate eliminating any of the provisions of, this Indenture or to modify modifying in any manner the rights of the Holders of Notes Noteholders under this IndentureIndenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture (A) may materially indenture, without the consent of each Noteholder of each Outstanding Note adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that affected by such supplemental indenture will not cause indenture, will:
(a) modify or alter Section 9.1 or this Section 9.2;
(b) change (1) the Issuer to be classified as an association Maturity Date for any Class or a publicly traded partnership taxable as a corporation for federal income tax purposesthe date of payment of any installment of principal of or interest on any Note, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) the provisions of this Indenture relating to be deemed the priority of payments on the Notes or relating to have been exchanged for purposes the application of Section 1001 collections on, or the proceeds of the Codesale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable, or (5) the right of Noteholders to institute suits to enforce this Indenture;
(c) modify the percentage of the Note Balance required for any action;
(d) modify or alter the proviso to the definition of “Outstanding”;
(e) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or
(f) permit the creation of any Lien ranking prior or equal to the Lien of this Indenture with respect to any part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture with respect to any part of the Collateral. The It will not be necessary for any act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it will be sufficient if such act of Noteholders approves the substance of such proposed supplemental indenture. Promptly after the execution by the Issuer and the Indenture Trustee is hereby authorized of any supplemental indenture pursuant to join this Section 9.2, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the execution substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedindenture.
(b) A supplemental indenture shall be deemed not to materially adversely affect the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholder.
Appears in 1 contract
Samples: Indenture (Commercial Credit, Inc.)
Supplemental Indentures Without Consent of Noteholders. (a) The Issuer and the Indenture TrusteeCompany, when authorized by an Issuer Orderthe resolutions of the Board of Directors, and the Trustee may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, and at any time enter into an indenture or indentures supplemental hereto for one or more indentures supplemental hereto, in form satisfactory to the Indenture 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, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, 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 the Noteholders, or to surrender any right or power herein conferred upon the Issuer;
(iva) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes, any property to or with the Indenture Trusteeassets;
(vb) to evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of the Company pursuant to Article 12;
(c) to add to the covenants of the Company such further covenants, restrictions or conditions as the Board of Directors and the Trustee shall consider to be for the benefit of the holders of Notes, and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such Default or may limit the remedies available to the Trustee upon such Default;
(d) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture indenture, or to make such other provisions in any offering document used in connection with regard to matters or questions arising under this Indenture that shall not materially adversely affect the initial offer and sale interests of the Notes or other 2021-A Basic Documentholders of the Notes;
(vie) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee 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 SixNotes;
(viif) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification qualifications of this Indenture under the TIA Trust Indenture Act, or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commissionenacted; or
(viiig) make other changes to add any provision to, the indenture or change in any manner forms or eliminate any terms of the provisions ofNotes, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that provided no such supplemental indenture (A) may materially adversely affect change individually or in the aggregate with all other such changes has or will have a material adverse effect on the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to Noteholders. Upon the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 written request of the Code. The Indenture 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 supplemental indenture, the Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained.
(b) A contained and to accept the conveyance, transfer and assignment of any property thereunder, if any, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture shall be deemed not to materially adversely affect that affects the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition Trustee's own rights, duties or (ii) obtains and delivers to the immunities under this Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that the supplemental indenture would not materially adversely affect the interests of any Noteholderotherwise.
Appears in 1 contract
Samples: Indenture (Dynegy Inc /Il/)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of the Notes of any Class, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i1) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;; or
(ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of issue, authentication and delivery of the Notes; or
(3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes contained;Notes; or
(iii4) to add to the covenants of the IssuerIssuer or the Trustee, for the benefit of the NoteholdersHolders of all Notes, or to surrender any right or power herein conferred upon the Issuer;; or
(iv5) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;; or
(v6) to cure any ambiguity, to amend, correct or supplement any provision herein or in any supplemental indenture that may be defective, ineffective or inconsistent with any other provision herein or in any supplemental indenture indenture, or to amend or add any other provisions with respect to matters or questions relating to this Indenture or in any offering document used in connection with supplemental indenture, including, but not limited to, any provisions necessary to achieve the initial offer and sale intended federal income tax treatment of the Noteholders of each Class and the Issuer; provided, that such action shall not adversely affect the interests of the Holders of any Outstanding Notes or other 2021-A Basic Document;of any Class; or
(vi7) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee 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 trusteeTrustee, pursuant to the requirements of Article Six;
(vii) to modify, eliminate Section 7.09 or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission7.13 hereof; or
(viii) 8) to add any provision to, provide for the issuance of an additional Class or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders Classes of Notes under this Indenture; provided, however, provided that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified conditions therefor as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of set forth in Section 1001 of the Code3.10 hereof are satisfied. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A , but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee's own rights, duties, liabilities or immunities under this Indenture or otherwise except to the extent required by law. The Trustee may in its discretion determine whether or not the rights of the Holders of any Class of Notes would be adversely affected by any supplemental indenture, and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. In making such determination, a supplemental indenture shall be conclusively deemed by the Trustee not to materially adversely affect the interests Noteholders or the Noteholders of any Noteholder a given Class if the Person requesting such supplemental indenture (i) has satisfied the Trustee receives a letter or other writing from the Rating Agency Condition or (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate of the Issuer, in either case to the effect that execution of the supplemental indenture would will not materially adversely affect result in any withdrawal or downgrading of the interests then-current rating assigned by it to any Class of Notes or the Notes of a given Class and (ii) the supplemental indenture effects no change in payments, Redemption Prices, Payment Dates, Record Dates, or terms of optional redemption. The Trustee shall not be liable for any Noteholdersuch determination made in good faith.
Appears in 1 contract
Samples: Indenture (Asset Investors Corp)
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental hereto, or one or more amendments hereto, or to the Notes, in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject to the Lien lien of this Indenture additional property;
(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes;
(iii) to add to the covenants of the Issuer, for the benefit of the NoteholdersHolders of the Notes, 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 Indenture Trustee;
(v) to (a) correct a typographical error or (b) cure any ambiguity, ambiguity or mistake or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with indenture;
(vi) to prevent the Issuer or any Noteholder from being subject to withholding or other taxes, fees or assessments or to prevent the Issuer from being subject to taxation on its net income;
(vii) to make any other provision herein provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture or in any offering document used in connection with indenture; provided, that such action shall not materially and adversely affect the initial offer and sale interests of the Holders of the Notes or other 2021-A Basic Document;as evidenced by an Opinion of Counsel to such effect; or
(viviii) to evidence and provide for the acceptance of the appointment hereunder by of a successor trustee or paying agent or similar role 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 Six;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this IndentureVI hereof; provided, however, that no such supplemental indenture (A) may materially adversely affect supplements shall be entered into unless the interests of any Noteholder and (B) will be permitted unless Indenture Trustee shall have received an Opinion of Counsel is delivered to not at the expense of the Indenture Trustee as to the enforceability of any such indenture supplement and to the effect that (i) such supplemental indenture supplement is permitted hereunder (ii) all conditions precedent to the effectiveness of such indenture supplement have been satisfied and (iii) entering into such indenture supplement will not (A) result in a “significant modification” within the meaning of Treasury Regulation Section 1.1001-3 of the Class A Notes or adversely affect the status of the Class A Notes as debt, each for U.S. federal income tax purposes or (B) cause (1) the Issuer Issuer, other than with respect to the Taxable REIT Subsidiary, to be classified subject to taxation as an association or taxable as a corporation, a publicly traded partnership within the meaning of Section 7704 of the Code that is taxable as a corporation or a taxable mortgage pool within the meaning of Section 7701(i) of the Code that is taxable as a corporation, each for U.S. federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
(b) A supplemental indenture shall be deemed not to materially adversely affect In addition, in connection with an optional redemption and a new issuance under Article VIII hereof, the interests of any Noteholder if the Person requesting such supplemental indenture (i) has satisfied the Rating Agency Condition or (ii) obtains Issuer and delivers to the Indenture Trustee an Opinion of Counsel or an Officer’s Certificate may amend this Indenture and each of the Issuer, other Transaction Documents without obtaining the consent of Noteholders or any other person in either case order to make any changes necessary or desirable in connection with the effect that the supplemental indenture would not materially adversely affect the interests issuance of any Noteholderone or more Classes of Notes.
Appears in 1 contract
Supplemental Indentures Without Consent of Noteholders. (a) The Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, without the consent of any Holders of any Notes but with prior written notice to the Rating Agencies, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:
(i) to correct or amplify the description of any property at any time subject to the Lien lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien lien of this Indenture, or to subject additional property to the Lien lien of this Indenture additional propertyIndenture;
(ii) to evidence the succession, in compliance with SECTION 3.10 and the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes contained;Notes; indt.form.01.wpd
(iii) to add to the covenants of the Issuer, Issuer for the benefit of the Noteholders, 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 Indenture Trustee;
(v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture or in any offering document used in connection with the initial offer and sale of the Notes or other 2021-A Basic Documentindenture;
(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and the Indenture 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 SixARTICLE VI;
(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA or TIA, and the rules and regulations of the Commission; or
(viii) to add any provision to, or change in any manner or eliminate any of the provisions of, this Indenture or to modify in any manner the rights of the Holders of Notes under this Indenture; provided, however, that no such supplemental indenture (A) may materially adversely affect the interests of any Noteholder and (B) will be permitted unless an Opinion of Counsel is delivered to the Indenture Trustee to the effect that such supplemental indenture will not cause (1) the Issuer to be classified as an association or a publicly traded partnership taxable as a corporation for federal income tax purposes, (2) the Notes to be characterized other than as indebtedness for federal income tax purposes and (3) the Notes to be deemed to have been exchanged for purposes of Section 1001 of the Code. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained; or
(viii) to increase or decrease the Specified Maximum Revolver Balance with respect to the Revolving Notes, subject to the satisfaction of the Rating Agency Condition, in the case of an increase, and the other conditions set forth in the Trust Sale and Servicing Agreement.
(b) A supplemental indenture shall be deemed not to materially adversely affect The Issuer and the interests Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any Noteholder if of the Person requesting such supplemental indenture (i) has satisfied Noteholders but with prior notice to the Rating Agency Condition Agencies, at any time and from time to time enter into one or (ii) obtains and delivers to more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture Trustee or modifying in any manner the rights of the Noteholders under this Indenture; PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of Counsel or an Officer’s Certificate of the IssuerCounsel, in either case to the effect that the supplemental indenture would not materially adversely affect in any material respect the interests of any Noteholder.
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