Amendments to Article XII Clause Samples
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Amendments to Article XII. (a) The first paragraph of Section 12.01 of the Pooling and Servicing Agreement is hereby deleted in its entirety and replaced with the following: This Agreement may be amended from time to time by the Seller, the Depositor, the Master Servicer, the Securities Administrator, the Trustee and the Custodian without the consent of the Certificateholders, (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be defective or inconsistent with any other provisions herein, (iii) to make any other provisions with respect to matters or questions arising under this Agreement, which shall not be inconsistent with the provisions of this Agreement, or (iv) to conform the terms hereof to the description thereof provided in the Prospectus; provided, however, that any such action listed in clause (i) through (iii) above shall not adversely affect in any material respect the interests of any Certificateholder; provided, further, that any such action listed in (i) through (iii) above shall be deemed not to adversely affect in any material respect the interests of any Certificateholder, if evidenced by (i) written notice to the Depositor, the Seller, the Master Servicer, the Securities Administrator and the Trustee from the Rating Agency that such action will not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates with respect to which it is a Rating Agency or (ii) an Opinion of Counsel stating that such amendment shall not adversely affect in any material respect the interests of any Certificateholder, is permitted by the Agreement and all the conditions precedent, if any, have been complied with, delivered to the Master Servicer and the Trustee.
(b) Section 12.04 of the Pooling and Servicing Agreement is hereby deleted in its entirety and replaced with the following: This Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Amendments to Article XII. The first paragraph of Section 12.2 of the Original Indenture is hereby amended and restated to read in its entirety as follows: “Any notice or communication by the Company, the Guarantor or the Trustee to the other is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address: If to the Company or the Guarantor: The Titan Corporation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ and Lockheed ▇▇▇▇▇▇ Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Treasurer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ with copies (which shall not constitute notice) to: ▇▇▇▇▇▇ Godward LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ and ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇, Esq. Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ and King & Spalding LLP ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Trustee: Deutsche Bank Trust Company Americas ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ MS NYC 60-2710 ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate Trust & Agency Services”
Amendments to Article XII. (a) Sections 12.02 and 12.03 of the Original Indenture are amended to read in their entirety as follows:
Amendments to Article XII. (a) A new Section 12.19 is hereby added immediately after Section 12.18 therein to read in its entirety as follows:
Amendments to Article XII. (a) Section 12.04(b)(i) of the Credit Agreement is hereby amended by adding the phrase “, other than a natural person,” immediately after the phrase “one or more assignees”.
(b) The penultimate sentence of Section 12.11 of the Credit Agreement is hereby amended and restated in its entirety as follows:
Amendments to Article XII. Section 12.1(a) of the Agreement is hereby amended by inserting the following as the final sentence: “The Seller acknowledges that each Conduit Purchaser may assign a security interest in or pledge this Agreement and any rights such Conduit Purchaser may have hereunder to a Conduit Trustee for its commercial paper program to secure obligations of such Conduit Purchaser, in each case without notice to or consent of the Seller; provided, that no such assignment by any Conduit Purchaser shall relieve such Conduit Purchaser of any of its obligations hereunder.”
Amendments to Article XII. Article XII of the Agreement is hereby amended by (a) inserting the parenthetical clause "(other than the Backup Servicing Agreement)" after the words "Basic Documents" in paragraph (f) of Section 12.1 thereof; (b) deleting the word "or" at the end of paragraph (p) and deleting paragraphs (q) and (r) of Section 12.1 thereof; (c) changing each reference to "(m) through (r)" in Section 12.1 to "(m) through (p)"; and (d) deleting the last sentence of Section 12.2
Amendments to Article XII. Article XII of the Indenture is hereby deleted and amended and restated to read in its entirety as set forth below:
Amendments to Article XII. (a) Clause (a) of Section 12.11.1 of the Existing Credit is hereby amended by deleting the words "financial institutions; and" appearing at the end of such clause and replacing them with "funds that are regularly engaged in making, purchasing or investing in loans, or other financial institutions; and"; (b) Clause (d) of Section 12.11.1 of the Existing Credit Agreement is hereby amended by adding the words "and Section 12.16" following the words "if applicable"; and (c) Section 12.16 of the Existing Credit is hereby amended by inserting the following sentence at the end of such Section: "Each Lender represents to each other party hereto that it is aware that the Confidential Information includes material non-public information and that the United States securities laws prohibit (with certain exceptions) any Person who has received any material, non-public information about an issuer from purchasing or selling securities of such issuer or from communicating such information to any other Person."
Amendments to Article XII. The Agent and the Lenders may amend any provision in this Article XII, except section 12.01, without prior notice to or the consent of the Borrower, and the Agent shall provide a copy of any such amendment to the Borrower reasonably promptly thereafter; provided however if any such amendment would materially adversely affect any rights, entitlements, obligations or liabilities of the Borrower, including without limitation increasing any fees payable by the Borrower pursuant to section 12.12, such amendment shall not be effective until the Borrower provides its written consent thereto, such consent not to be unreasonably withheld or arbitrarily delayed.