Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the Issuer and the Indenture Trustee, the Issuer, and the Indenture Trustee, as applicable, may enter into an amendment of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture Supplement; provided, however, that no such amendment of an Indenture Supplement will, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the scheduled payment date of any payment of interest on any Note, or change an Expected Final Payment Date or Legal Maturity Date of any Note; (b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note; (c) reduce the amount of a Discount Note payable upon the occurrence of an Early Amortization Event or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Date; (d) impair the right to institute suit for the enforcement of any payment on any Note; (e) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes of any Series, Class or Tranche of Notes, the consent of whose Holders is required for any such amendment, or the consent of whose Holders is required for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for in this Indenture; (f) modify any of the provisions of this Section 10.02 or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby; (g) permit the creation of any lien or other encumbrance on the Collateral that is prior to the lien in favor of the Indenture Trustee for the benefit of the Holders of such Notes; (h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement; (i) change the method of computing the amount of principal of, or interest on, any Note on any date; or (j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or Tranche. It will not be necessary for any Act of Noteholders under this Section 10.02 to approve the particular form of any proposed amendment or Indenture Supplement, but it will be sufficient if such Act will approve the substance thereof.
Appears in 2 contracts
Sources: Trust Indenture, Trust Indenture
Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the Issuer The Issuers and the Indenture Trustee, when authorized by an Issuer Entity Order, with a prior direction of Noteholders entitled to more than 50% of the IssuerVoting Rights and without prior notice to any other Noteholder, and also may amend, supplement or modify this Indenture, any Indenture Supplement or the Indenture Trustee, as applicable, may enter into an amendment Notes or waive compliance by the Issuers with any provision of this Indenture for the purpose of adding any provisions toIndenture, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture SupplementSupplement or the Notes; provided, however, that (A) no such amendment amendment, modification, supplement or waiver may adversely affect in any material respect the interests of an Indenture Supplement willNoteholders of any Class of Notes differently from the rights of Noteholders of another Class of Notes without the consent of the Noteholders representing more than 50% of the Voting Rights of such adversely affected Class; and (B) no such amendment, modification, supplement or waiver may, without the consent of the Holder of each Outstanding Note affected therebythereby (including any tax consequences) and with respect to clause (viii) below, without the consent of the Servicer:
(ai) change any Payment Date, the scheduled payment date of any payment of interest on any Note, Applicable Maturity Date or change an Expected the Rated Final Payment Date or Legal Maturity Date of any Note;
(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note;
(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Amortization Event or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Date;
(dii) reduce the amounts required to be paid on the Notes on any Payment Date, the Applicable Maturity Date or the Rated Final Payment Date;
(iii) change the place of payments on the Notes on any Payment Date, the Applicable Maturity Date or the Rated Final Payment Date;
(iv) change the coin or currency in which the principal of any Note or interest thereon is payable;
(v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any NoteNote on or after the maturity thereof;
(evi) reduce the percentage in Outstanding Dollar Principal Amount principal balance of the Outstanding Notes outstanding principal balance of any Series, Class or Tranche of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any such amendment, ;
(vii) change any obligation of the Issuers to maintain an office or agency in the consent of whose Holders is required places and for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for purposes set forth in this Indenture;
(fviii) modify diminish any rights or remedies or increase any liabilities or obligations of the provisions of this Section 10.02 Servicer hereunder, under the Servicing Agreement or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected therebyTransaction Document;
(gix) deprive the Indenture Trustee of the benefit of a first priority security interest in the Collateral;
(x) permit the creation of any lien Lien ranking prior to or other encumbrance on parity with the Lien of the Noteholders with respect to the Collateral that is prior to or, except as otherwise permitted or contemplated in this Indenture or any Indenture Supplement terminate the lien in favor Lien of the Indenture Trustee for Noteholders on such Collateral or deprive the benefit Noteholders of the Holders of such Notes;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any datesecurity afforded by such; or
(jxi) make any other change in the foregoing amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or Trancheand waiver provisions. It will shall not be necessary for any Act of the Noteholders under this Section 10.02 13.02 to approve the particular form of any proposed amendment or Indenture Supplementindenture supplement, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuers and the Indenture Trustee of any indenture supplement pursuant to this Section 13.02, the Indenture Trustee shall mail to the Holders of the Notes and the Servicer a copy of such indenture supplement. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such indenture supplement.
Appears in 1 contract
Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50% of the IssuerVoting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, and also may amend, supplement or modify this Base Indenture, any Indenture Supplement or the Indenture Trustee, as applicable, may enter into an amendment Notes or waive compliance by the Issuer with any provision of this Indenture for the purpose of adding any provisions toBase Indenture, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture SupplementSupplement or the Notes; provided, however, that no such amendment of an Indenture Supplement willamendment, modification, supplement or waiver may, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change including, notwithstanding anything to the scheduled payment date of any payment of interest on any Notecontrary contained herein, or change an Expected Final Payment Date or Legal Maturity Date of any Note;
(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any NoteNote that is the Issuer or any of its Affiliates) adversely affected thereby (including any tax consequences) and with respect to clause (viii) below, without the consent of the Servicer and/or the Back-Up Manager, as applicable:
(i) change the Anticipated Repayment Date applicable to the Series or the Rated Final Payment Date applicable to the Series or any scheduled Payment Date applicable to the Series;
(cii) reduce the amount of a Discount Note payable upon amounts required to be paid on the occurrence of an Early Amortization Event Notes on any Payment Date, any Anticipated Repayment Date or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Rated Final Payment Date;
(diii) change the place of payments on the Notes on any Payment Date, any Anticipated Repayment Date or the Rated Final Payment Date;
(iv) change the coin or currency in which the principal of any Note or interest thereon is payable;
(v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any NoteNote on or after the maturity thereof;
(evi) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes outstanding principal balance of any Series, Class or Tranche of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any such amendment, ;
(vii) change any obligation of the Issuer to maintain an office or agency in the consent of whose Holders is required places and for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for purposes set forth in this Base Indenture;
(fviii) modify amend any provision of Sections 2.12(d) or 5.01(a), or the provisions definition of this Section 10.02 “Affirmative Direction”, “Controlling Class” or Section 7.18, except to increase any percentage “Majority of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;Noteholders”; or
(gix) permit the creation of any lien ranking prior to or other encumbrance on parity with the lien of the Noteholders with respect to the Collateral that is prior to or, except as otherwise permitted or contemplated in this Base Indenture or any Indenture Supplement, terminate the lien in favor of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such. In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee for the benefit may rely conclusively and shall be fully protected in relying on a certificate of an Executive Officer of the Holders of such Notes;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or TrancheIssuer. It will shall not be necessary for any Act of the Noteholders under this Section 10.02 13.02 to approve the particular form of any proposed amendment or Indenture Supplement, but it will shall be sufficient if such Act will shall approve the substance thereof. Notwithstanding anything to the contrary in this Section 13.02, an Indenture Supplement entered into for the purpose of issuing Additional Notes the issuance of which complies with the terms of this Base Indenture shall not require the consent of any Noteholder. Promptly after the execution by the Issuer and the Indenture Trustee of any Indenture Supplement pursuant to this Section 13.02, the Indenture Trustee shall make available to the Holders of the Notes, the Back-Up Manager and the Servicer a copy of such Indenture Supplement. Any failure of the Indenture Trustee to make available such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Indenture Supplement.
Appears in 1 contract
Sources: Base Indenture (Tucows Inc /Pa/)
Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the Issuer The Issuers and the Indenture Trustee, the Issuerwhen authorized by an Issuer Entity Order, and the Indenture Trustee, as applicable, may enter into an amendment with a prior direction of this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any Noteholders representing more than 50% of the provisions of, this Indenture or of modifying in any manner the rights of the Holders Voting Rights of the Notes of each such Seriesand without prior notice to any other Noteholder, Class also may amend, supplement or Tranche under modify this Indenture or Indenture, any Indenture SupplementSupplement or the Notes or waive compliance by the Issuers with any provision of this Indenture, any Indenture Supplement or the Notes; provided, however, that no such amendment of an Indenture Supplement willamendment, modification, supplement or waiver may, without the consent of the Holder of each Outstanding Note affected therebythereby (including any tax consequences) and with respect to clause (viii) below, without the consent of the Servicer:
(ai) change the scheduled payment date of any payment of interest on any Note, Anticipated Repayment Date or change an Expected the Rated Final Payment Date or Legal Maturity Date of any Note;
(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note;
(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Amortization Event or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Date;
(dii) reduce the amounts required to be paid on the Notes on any Payment Date, the Anticipated Repayment Date or the Rated Final Payment Date;
(iii) change the place of payments on the Notes on any Payment Date, Anticipated Repayment Date or the Rated Final Payment Date;
(iv) change the coin or currency in which the principal of any Note or interest thereon is payable;
(v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any NoteNote on or after the maturity thereof;
(evi) reduce the percentage in Outstanding Dollar Principal Amount principal balance of the Outstanding Notes outstanding principal balance of any Series, Class or Tranche of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any such amendment;
(vii) change any obligation of the Issuers to maintain an office or agency in the places and for the purposes set forth in this Indenture;
(viii) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or any other Transaction Document;
(ix) deprive the consent Indenture Trustee of whose Holders is required for any waiver the benefit of compliance with a first priority security interest in the Collateral;
(x) modify the provisions of this Indenture or any Indenture Supplement governing the amount of defaults hereunder principal, interest and their consequencesAnticipated Repayment Date, provided for in this Indenture;the Rated Final Payment Date or any scheduled Payment Dates with respect to such payments; or
(f) modify any of the provisions of this Section 10.02 or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(gxi) permit the creation of any lien ranking prior to or other encumbrance on parity with the lien of the Noteholders with respect to the Collateral that is prior to the lien or, except as otherwise permitted or contemplated in favor of the Indenture Trustee for the benefit of the Holders of such Notes;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an any Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for terminate the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights lien of the Holders of Notes of Noteholders on such Series, Class Collateral or Tranche with respect to such covenant or other provision, will be deemed not to affect deprive the rights under this Indenture Noteholders of the Holders of Notes of any other Series, Class or Tranchesecurity afforded by such. It will shall not be necessary for any Act of the Noteholders under this Section 10.02 13.02 to approve the particular form of any proposed amendment or Indenture Supplementindenture supplement, but it will shall be sufficient if such Act will shall approve the substance thereof. Promptly after the execution by the Issuers and the Indenture Trustee of any indenture supplement pursuant to this Section 13.02, the Indenture Trustee shall mail to the Holders of the Notes and the Servicer a copy of such indenture supplement. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such indenture supplement.
Appears in 1 contract
Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66The Co-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the Issuer Issuers and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50.0% of the IssuerVoting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, and also may amend, supplement or modify this Indenture, any Series Supplement or any Notes or waive compliance by the Indenture Trustee, as applicable, may enter into an amendment Co-Issuers with any provision of this Indenture for Indenture, any Series Supplement or the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture SupplementNotes; provided, however, that no such amendment of an Indenture Supplement willamendment, modification, supplement or waiver may, without the consent of the Holder of each Outstanding Note affected therebythereby (including any tax consequences) and with respect to clause (viii) below, without the consent of the Servicer:
(ai) change the scheduled payment date of Anticipated Repayment Date for any payment of interest on any Note, Series or change an Expected the Rated Final Payment Date or Legal Maturity Date of for any NoteSeries;
(bii) reduce the Stated Principal Amount ofamounts required to be paid on the Notes of any Series on any Payment Date, the Anticipated Repayment Date for such Series or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any NoteRated Final Payment Date for such Series;
(ciii) reduce change the amount place of a Discount Note payable upon payments on the occurrence Notes of an Early Amortization Event any Series on any Payment Date, the Anticipated Repayment Date for such Series or other optional or mandatory redemption or upon the acceleration of its Legal Maturity DateRated Final Payment Date for such Series;
(div) change the coin or currency in which the principal of any Note or interest thereon is payable;
(v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any NoteNote on or after the maturity thereof;
(evi) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes unpaid principal balances of any Series, Class or Tranche of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any such amendment, ;
(vii) change any obligation of the Issuer to maintain an office or agency in the consent of whose Holders is required places and for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for purposes set forth in this Indenture;
(fviii) modify diminish any rights or remedies or increase any liabilities or obligations of the provisions of this Section 10.02 Servicer hereunder, under the Servicing Agreement or Section 7.18, except to increase under any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;Transaction Document; or
(gix) permit the creation of any lien ranking prior to or other encumbrance on parity with the lien of the Noteholders with respect to the Collateral that is prior to or, except as otherwise permitted or contemplated in this Indenture or any Series Supplement terminate the lien in favor of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such. In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee for the benefit may rely conclusively on and shall be fully protected in relying on a certificate of an Executive Officer of the Holders of such Notes;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or TrancheIssuer. It will shall not be necessary for any Act of the Noteholders under this Section 10.02 13.02 to approve the particular form of any proposed amendment or Indenture Supplement, but it will shall be sufficient if such Act will shall approve the substance thereof. Notwithstanding anything to the contrary in this Section 13.02, a Series Supplement entered into for the purpose of issuing Additional Notes the issuance of which complies with the terms of this Indenture shall not require the consent of any Noteholder.
Appears in 1 contract
Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and With the consent (evidenced as provided in Article VII) of Holders the Noteholders of not less than 66-2/3% a majority in aggregate principal amount of the Notes at the time Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes all Series affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the Issuer and the Indenture TrusteeSupplement (voting as one class), the Issuer, when authorized by a resolution of its Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to an Issuer Order), and the Indenture TrusteeTrustee may, as applicablefrom time to time and at any time, may enter into an amendment indenture or indentures supplemental hereto (which shall conform to the provisions of this the Trust Indenture Act as in force at the date of execution thereof) for the purpose of adding any provisions to, to or changing in any manner or eliminating any of the provisions of, of this Indenture or of any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes Noteholders of each such Series, Class or Tranche under this Indenture or any Indenture Supplement; provided, however, provided that no such amendment of an Indenture Supplement willshall, without the consent of the Holder every Noteholder of each Outstanding Note Series adversely affected thereby:
: (ai) change reduce in any manner the scheduled payment date amount of, or delay the timing of or alter the priority of, any payment of interest payments that are required to be made on any NoteSeries of Notes, or change an Expected Final Payment Date or Legal Maturity Date any date of any Note;
(b) reduce the Stated Principal Amount of, or the interest rate payment on any NoteSeries of Notes, or change the method place of computing the Outstanding Dollar Principal Amountpayment where, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount coin or currency in a manner that which, any Series of Notes is adverse to the Holder of any Note;
(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Amortization Event payable, or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Date;
(d) impair the Indenture Trustee’s right to institute suit for the enforcement of any payment on such payment, (ii) permit the disposition of the Collateral or any Note;
portion thereof, (eiii) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes aggregate outstanding principal amount of any Series, Class or Tranche of Notes, the consent of whose Holders such Series that is required for any such amendment, amendment or the consent of whose Holders is reduce such percentage required for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, instruction provided for in this Indenture;
the Indenture or Indenture Supplements, (fiv) modify any of Section 11.12, or (v) materially increase the provisions of this Section 10.02 or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(g) permit the creation of any lien or other encumbrance on the Collateral that is prior to the lien in favor discretionary authority of the Indenture Trustee for the benefit of the Holders of such Notes;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or Tranche. It will not be necessary for any Act of Noteholders under this Section 10.02 to approve the particular form of any proposed amendment or Indenture Supplement, but it will be sufficient if such Act will approve the substance thereofTrustee.
Appears in 1 contract
Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50% of the IssuerVoting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, and also may amend, supplement or modify this Base Indenture, any Indenture Supplement or the Indenture Trustee, as applicable, may enter into an amendment Notes or waive compliance by the Issuer with any provision of this Indenture for the purpose of adding any provisions toBase Indenture, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture SupplementSupplement or the Notes; provided, however, that no such amendment of an Indenture Supplement willamendment, modification, supplement or waiver may, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change including, notwithstanding anything to the scheduled payment date of any payment of interest on any Notecontrary contained herein, or change an Expected Final Payment Date or Legal Maturity Date of any Note;
(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any NoteNote that is the Issuer or any of its Affiliates) adversely affected thereby and with respect to clause (viii) below, without the consent of the Servicer:
(i) change the Anticipated Repayment Date applicable to the Series or the Rated Final Payment Date applicable to the Series or any scheduled Payment Date applicable to the Series;
(cii) reduce the amount of a Discount Note payable upon amounts required to be paid on the occurrence of an Early Amortization Event Notes on any Payment Date, the Anticipated Repayment Date or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Rated Final Payment Date;
(diii) change the place of payments on the Notes on any Payment Date, any Anticipated Repayment Date or the Rated Final Payment Date;
(iv) change the coin or currency in which the principal of any Note or interest thereon is payable;
(v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any NoteNote on or after the maturity thereof;
(evi) reduce the percentage in Outstanding Dollar Principal Amount principal balance of the Outstanding Notes Note Principal Balance of any Series, Class or Tranche of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any such amendment, ;
(vii) change any obligation of the Issuer to maintain an office or agency in the consent of whose Holders is required places and for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for purposes set forth in this Base Indenture;
(fviii) modify subject to Section 13.03 below, diminish any rights, protections, indemnifications, immunities, or remedies or increase any liabilities, duties or obligations of the provisions of this Section 10.02 Servicer under the Indenture, the Servicing Agreement or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;Transaction Document; or
(gix) permit the creation of any lien ranking prior to or other encumbrance on parity with the lien of the Noteholders with respect to the Collateral that is prior to or, except as otherwise permitted or contemplated in this Base Indenture or any Indenture Supplement, terminate the lien in favor of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such. In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee for the benefit may rely conclusively and shall be fully protected in relying on a certificate of an Executive Officer of the Holders of such Notes;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or TrancheIssuer. It will shall not be necessary for any Act of the Noteholders under this Section 10.02 13.02 to approve the particular form of any proposed amendment or Indenture Supplement, but it will shall be sufficient if such Act will shall approve the substance thereof. Notwithstanding anything to the contrary in this Section 13.02, an Indenture Supplement entered into for the purpose of issuing Additional Notes the issuance of which complies with the terms of this Base Indenture shall not require the consent of any Noteholder. Promptly after the execution by the Issuer and the Indenture Trustee of any Indenture Supplement pursuant to this Section 13.02, the Indenture Trustee shall make available to the Holders of the Notes and the Servicer a copy of such Indenture Supplement. Any failure of the Indenture Trustee to make available such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Indenture Supplement.
Appears in 1 contract
Sources: Base Indenture (Cogent Communications Holdings, Inc.)
Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the Issuer The Issuers and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50% of the IssuerVoting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, and also may amend, supplement or modify this Indenture, any Indenture Supplement or the Indenture Trustee, as applicable, may enter into an amendment Notes or waive compliance by the Issuers with any provision of this Indenture for the purpose of adding any provisions toIndenture, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture SupplementSupplement or the Notes; provided, however, that no such amendment of an Indenture Supplement willamendment, modification, supplement or waiver may, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change including, notwithstanding anything to the scheduled payment date of any payment of interest on any Notecontrary contained herein, or change an Expected Final Payment Date or Legal Maturity Date of any Note;
(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any NoteNote that is the Issuers or any of their Affiliates) adversely affected thereby (including any tax consequences) and with respect to clause (viii) below, without the consent of the Servicer:
(i) change the Anticipated Repayment Date applicable to the Series, the Rapid Amortization Date applicable to the Series or the Rated Final Payment Date applicable to the Series;
(cii) reduce the amount of a Discount Note payable upon amounts required to be paid on the occurrence of an Early Amortization Event Notes on any Payment Date, the Anticipated Repayment Date or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Rated Final Payment Date;
(diii) change the place of payments on the Notes on any Payment Date, Anticipated Repayment Date or the Rated Final Payment Date;
(iv) change the coin or currency in which the principal of any Note or interest thereon is payable;
(v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any NoteNote on or after the maturity thereof;
(evi) reduce the percentage in Outstanding Dollar Principal Amount principal balance of the Outstanding Notes outstanding principal balance of any Series, Class or Tranche of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any such amendment;
(vii) change any obligation of the Issuers to maintain an office or agency in the places and for the purposes set forth in this Indenture;
(viii) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or the consent of whose Holders is required for any waiver of compliance with other Transaction Document;
(ix) modify the provisions of this Indenture or any Indenture Supplement governing the amount of defaults hereunder principal, interest and their consequencesthe Anticipated Repayment Date, provided for in this Indenture;the Rapid Amortization Date, the Rated Final Payment Date or any scheduled Payment Dates with respect to such payments; or
(f) modify any of the provisions of this Section 10.02 or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(gx) permit the creation of any lien ranking prior to or other encumbrance on parity with the lien of the Noteholders with respect to the Collateral that is prior to or, except as otherwise permitted or contemplated in this Indenture or any Indenture Supplement terminate the lien in favor of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such. In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee for the benefit may rely conclusively and shall be fully protected in relying on a certificate of an Executive Officer of the Holders of such Notes;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or TrancheIssuers. It will shall not be necessary for any Act of the Noteholders under this Section 10.02 13.02 to approve the particular form of any proposed amendment or Indenture Supplementindenture supplement, but it will shall be sufficient if such Act will shall approve the substance thereof. Notwithstanding anything to the contrary in this Section 13.02, an Indenture Supplement entered into for the purpose of issuing Additional Notes the issuance of which complies with the terms of the Indenture shall not require the consent of any Noteholder. Promptly after the execution by the Issuers and the Indenture Trustee of any indenture supplement pursuant to this Section 13.02, the Indenture Trustee shall mail to the Holders of the Notes and the Servicer a copy of such indenture supplement. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such indenture supplement.
Appears in 1 contract
Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50% of the IssuerVoting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, and also may amend, supplement or modify this Indenture, any Indenture Supplement or the Indenture Trustee, as applicable, may enter into an amendment Notes or waive compliance by the Issuer with any provision of this Indenture for the purpose of adding any provisions toIndenture, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture SupplementSupplement or the Notes; provided, however, that no such amendment of an Indenture Supplement willamendment, modification, supplement or waiver may, without the consent of the Holder of each Outstanding Note affected therebythereby (including any tax consequences) and with respect to clause (viii) below, without the consent of the Servicer:
(ai) change the scheduled payment date of any payment of interest on any Note, Anticipated Repayment Date applicable to the Series or change an Expected the Rated Final Payment Date or Legal Maturity Date of any Noteapplicable to the Series;
(bii) reduce the Stated Principal Amount ofamounts required to be paid on the Notes on any Payment Date, the Anticipated Repayment Date or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note;
(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Amortization Event or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Rated Final Payment Date;
(diii) change the place of payments on the Notes on any Payment Date, Anticipated Repayment Date or the Rated Final Payment Date;
(iv) change the coin or currency in which the principal of any Note or interest thereon is payable;
(v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any NoteNote on or after the maturity thereof;
(evi) reduce the percentage in Outstanding Dollar Principal Amount principal balance of the Outstanding Notes outstanding principal balance of any Series, Class or Tranche of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any such amendment;
(vii) change any obligation of the Issuer to maintain an office or agency in the places and for the purposes set forth in this Indenture;
(viii) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or the consent of whose Holders is required for any waiver of compliance with other Transaction Document;
(ix) modify the provisions of this Indenture or any Indenture Supplement governing the amount of defaults hereunder principal, interest and their consequencesAnticipated Repayment Date, provided for in this Indenture;the Rated Final Payment Date or any scheduled Payment Dates with respect to such payments; or
(f) modify any of the provisions of this Section 10.02 or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(gx) permit the creation of any lien ranking prior to or other encumbrance on parity with the lien of the Noteholders with respect to the Collateral that is prior to or, except as otherwise permitted or contemplated in this Indenture or any Indenture Supplement terminate the lien in favor of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such. In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee for the benefit may rely conclusively on a certificate of an Executive Officer of the Holders of such Notes;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or TrancheIssuer. It will shall not be necessary for any Act of the Noteholders under this Section 10.02 13.02 to approve the particular form of any proposed amendment or Indenture Supplementindenture supplement, but it will shall be sufficient if such Act will shall approve the substance thereof. Notwithstanding anything to the contrary in this Section 13.02, an Indenture Supplement entered into for the purpose of issuing Additional Notes the issuance of which complies with the terms of the Indenture shall not require the consent of any Noteholder. Promptly after the execution by the Issuer and the Indenture Trustee of any indenture supplement pursuant to this Section 13.02, the Indenture Trustee shall mail to the Holders of the Notes and the Servicer a copy of such indenture supplement. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such indenture supplement.
Appears in 1 contract
Sources: Indenture (American Tower Corp /Ma/)
Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50% of the IssuerVoting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, and also may amend, supplement or modify this Indenture, any Series Supplement or the Indenture Trustee, as applicable, may enter into an amendment Notes or waive compliance by the Issuer with any provision of this Indenture for Indenture, any Series Supplement or the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture SupplementNotes; provided, however, that no such amendment of an Indenture Supplement willamendment, modification, supplement or waiver may, without the consent of the Holder of each Outstanding Note affected therebythereby (including any tax consequences) and with respect to clause (viii) below, without the consent of the Servicer:
(ai) change the scheduled payment date of Anticipated Repayment Date for any payment of interest on any Note, Series or change an Expected the Rated Final Payment Date or Legal Maturity Date of for any NoteSeries;
(bii) reduce the Stated Principal Amount ofamounts required to be paid on the Notes of any Series on any Payment Date, the Anticipated Repayment Date for such Series or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any NoteRated Final Payment Date for such Series;
(ciii) reduce change the amount place of a Discount Note payable upon payments on the occurrence Notes of an Early Amortization Event any Series on any Payment Date, the Anticipated Repayment Date for such Series or other optional or mandatory redemption or upon the acceleration of its Legal Maturity DateRated Final Payment Date for such Series;
(div) change the coin or currency in which the principal of any Note or interest thereon is payable;
(v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any NoteNote on or after the maturity thereof;
(evi) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes unpaid principal balances of any Series, Class or Tranche of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any such amendment, ;
(vii) change any obligation of the Issuer to maintain an office or agency in the consent of whose Holders is required places and for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for purposes set forth in this Indenture;
(fviii) modify diminish any rights or remedies or increase any liabilities or obligations of the provisions of this Section 10.02 Servicer hereunder, under the Servicing Agreement or Section 7.18, except to increase under any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;Transaction Document; or
(gix) permit the creation of any lien ranking prior to or other encumbrance on parity with the lien of the Noteholders with respect to the Collateral that is prior to or, except as otherwise permitted or contemplated in this Indenture or any Series Supplement terminate the lien in favor of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such. In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee for the benefit may rely conclusively on a certificate of an Executive Officer of the Holders of such Notes;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or TrancheIssuer. It will shall not be necessary for any Act of the Noteholders under this Section 10.02 13.02 to approve the particular form of any proposed amendment or Indenture Supplement, but it will shall be sufficient if such Act will shall approve the substance thereof. Notwithstanding anything to the contrary in this Section 13.02, a Series Supplement entered into for the purpose of issuing Additional Notes the issuance of which complies with the terms of this Indenture shall not require the consent of any Noteholder. Promptly after the execution by the Issuer and the Indenture Trustee of any Indenture Supplement pursuant to this Section 13.02, the Indenture Trustee shall mail to the Holders of the Notes and the Servicer a copy of such Indenture Supplement. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Indenture Supplement.
Appears in 1 contract
Sources: Indenture (American Tower Corp /Ma/)
Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Except as provided in Section 10.01 hereof13.01, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the Issuer and the Indenture Trustee, when authorized by an Issuer Order, with a prior written direction of Noteholders representing more than 50% of the IssuerVoting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, and also may amend, supplement or modify this Base Indenture, any Indenture Supplement or the Indenture Trustee, as applicable, may enter into an amendment Notes or waive compliance by the Issuer with any provision of this Indenture for the purpose of adding any provisions toBase Indenture, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture SupplementSupplement or the Notes; provided, however, that (except with respect to amendments, modifications and waivers permitted pursuant to Section 13.01 that expressly do not require the consent of any Noteholder) no such amendment of an Indenture Supplement willamendment, modification, supplement or waiver may, without the written consent of the Holder of each Outstanding Note affected thereby:
(a) change including, notwithstanding anything to the scheduled payment date of any payment of interest on any Notecontrary contained herein, or change an Expected Final Payment Date or Legal Maturity Date of any Note;
(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any NoteNote that is the Issuer or any of its Affiliates) adversely affected thereby (including any tax consequences):
(i) change the Anticipated Repayment Date applicable to the Series or the Rated Final Payment Date applicable to the Series;
(cii) reduce the amount of a Discount Note payable upon amounts required to be paid on the occurrence of an Early Amortization Event Notes on any Payment Date, the Anticipated Repayment Date or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Rated Final Payment Date;
(diii) change the place of payments on the Notes on any Payment Date, the Anticipated Repayment Date or the Rated Final Payment Date;
(iv) change the coin or currency in which the principal of any Note or interest thereon is payable;
(v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any NoteNote on or after the maturity thereof;
(evi) reduce the percentage in Outstanding Dollar Principal Amount principal balance of the Outstanding Notes outstanding principal balance of any Series, Class or Tranche of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any such amendment, ;
(vii) change any obligation of the Issuer to maintain an office or agency in the consent of whose Holders is required places and for any waiver of compliance with the purposes set forth in this Base Indenture;
(viii) modify the provisions of this Base Indenture or any related Indenture Supplement governing the amount of defaults hereunder principal, interest and their consequencesthe Anticipated Repayment Date, provided for in this Indenture;the Rated Final Payment Date or any scheduled Payment Dates with respect to such payments; or
(f) modify any of the provisions of this Section 10.02 or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(gix) permit the creation of any lien ranking prior to or other encumbrance on parity with the lien of the Noteholders with respect to the Collateral that is prior to or, except as otherwise permitted or contemplated in this Base Indenture or any Indenture Supplement, terminate the lien in favor of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such lien. In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee for the benefit may rely conclusively and shall be fully protected in relying on a certificate of an Executive Officer of the Holders Issuer to determine whether any such action would require the consent of such Notes;
(h) change Noteholders of any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes or of such Seriesall Noteholders. Subject to any requirements in a Series Supplement, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or Tranche. It will it shall not be necessary for any Act of the Noteholders under this Section 10.02 13.02 to approve the particular form of any proposed amendment or Indenture Supplementindenture supplement, but it will shall be sufficient if such Act will shall approve the substance thereof. Notwithstanding anything to the contrary in this Section 13.02, (i) an Indenture Supplement entered into for the purpose of issuing Additional Notes the issuance of which complies with the terms of this Base Indenture shall not require the consent of any Noteholder and (ii) an amendment of an Indenture Supplement entered into for the purpose of issuing additional notes with respect to an existing Series of Notes may be effected solely upon the written consent of each Noteholder holding such Series of Notes and Rating Agency Confirmation. Promptly after the execution by the Issuer and the Indenture Trustee of any Indenture Supplement pursuant to this Section 13.02, the Indenture Trustee shall make available electronically to the Holders of the Notes and the Servicer a copy of such Indenture Supplement. Any failure of the Indenture Trustee to make available such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Indenture Supplement.
Appears in 1 contract
Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66The Co-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the Issuer Issuers and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50% of the IssuerVoting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, and also may amend, supplement or modify this Base Indenture, any Indenture Supplement or the Indenture Trustee, as applicable, may enter into an amendment Notes or waive compliance by the Co-Issuers with any provision of this Indenture for the purpose of adding any provisions toBase Indenture, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture SupplementSupplement or the Notes; provided, however, that no such amendment of an Indenture Supplement willamendment, modification, supplement or waiver may, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change including, notwithstanding anything to the scheduled payment date of any payment of interest on any Notecontrary contained herein, or change an Expected Final Payment Date or Legal Maturity Date of any Note;
(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any NoteNote that is either of the Co-Issuers or any of its Affiliates) adversely affected thereby (including any tax consequences):
(i) change the Anticipated Repayment Date for the Series or the Rated Final Payment Date for the Series;
(cii) reduce the amount amounts required to be paid on the Notes of a Discount Note payable upon any Series on any Payment Date, the occurrence of an Early Amortization Event Anticipated Repayment Date for such Series or other optional or mandatory redemption or upon the acceleration of its Legal Maturity DateRated Final Payment Date for such Series;
(diii) change the place of payments on the Notes of any Series on any Payment Date, Anticipated Repayment Date for such Series or the Rated Final Payment Date for such Series;
(iv) change the coin or currency in which the principal of any Note or interest thereon is payable;
(v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any NoteNote on or after the maturity thereof;
(evi) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes unpaid principal balances of any Series, Class or Tranche of the Notes, the consent of whose Holders holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any such amendment, or the consent of whose Holders is required for any waiver of compliance with the provisions of this Indenture or of defaults hereunder and their consequences, provided for in this Indenture;
(fvii) modify change any obligation of the provisions of Co-Issuers to maintain offices or agencies in the places and for the purposes set forth in this Section 10.02 or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;Base Indenture; or
(gviii) permit the creation of any lien ranking prior to or other encumbrance on parity with the lien of the Noteholders with respect to the Collateral or, except as otherwise permitted or contemplated in this Base Indenture or any Series Indenture Supplement, terminate the lien of the Noteholders on the Collateral that is prior to or deprive the lien in favor Noteholders of the security afforded by such. In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee for the benefit may rely conclusively and shall be fully protected in relying on a certificate of an Executive Officer of the Holders of such Notes;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or TrancheCo-Issuers. It will shall not be necessary for any Act of the Noteholders under this Section 10.02 0 to approve the particular form of any proposed amendment or Indenture Supplement, but it will shall be sufficient if such Act will shall approve the substance thereof. Notwithstanding anything to the contrary in this 0, an Indenture Supplement entered into for the purpose of issuing Additional Notes the issuance of which complies with the terms of this Base Indenture shall not require the consent of any Noteholder. Promptly after the execution by the Co-Issuers and the Indenture Trustee of any Indenture Supplement pursuant to this 0, the Indenture Trustee shall make available to the Holders of the Notes a copy of such Indenture Supplement on its internet website. Any failure of the Indenture Trustee to make available such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Indenture Supplement.
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Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50% of the IssuerVoting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, and also may amend, supplement or modify this Indenture, any Indenture Supplement or the Indenture Trustee, as applicable, may enter into an amendment Notes or waive compliance by the Issuer with any provision of this Indenture for the purpose of adding any provisions toIndenture, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture SupplementSupplement or the Notes; provided, however, that no such amendment of an Indenture Supplement willamendment, modification, supplement or waiver may, without the consent of the Holder of each Outstanding Note (including, notwithstanding anything to the contrary contained herein, the Holder of any Note that is the Issuer or any of its Affiliates) adversely affected thereby:
(ai) change the scheduled payment date of any payment of interest on any Note, Anticipated Repayment Date applicable to the Series or change an Expected the Rated Final Payment Date or Legal Maturity Date of any Noteapplicable to the Series;
(bii) reduce the Stated Principal Amount ofamounts required to be paid on the Notes on any Payment Date, the Anticipated Repayment Date or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any Note;
(c) reduce the amount of a Discount Note payable upon the occurrence of an Early Amortization Event or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Rated Final Payment Date;
(diii) change the place of payments on the Notes on any Payment Date, the Anticipated Repayment Date or the Rated Final Payment Date;
(iv) change the coin or currency in which the principal of any Note or interest thereon is payable;
(v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any NoteNote on or after the maturity thereof;
(evi) reduce the percentage in Outstanding Dollar Principal Amount principal balance of the Outstanding Notes outstanding principal balance of any Series, Class or Tranche of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any such amendment, ;
(vii) change any obligation of the Issuer to maintain an office or agency in the consent of whose Holders is required places and for any waiver of compliance with the purposes set forth in this Indenture;
(viii) modify the provisions of this Indenture or any Indenture Supplement governing the amount of defaults hereunder principal, interest and their consequencesthe Anticipated Repayment Date, provided for in this Indenture;the Rated Final Payment Date or any scheduled Payment Dates with respect to such payments; or
(f) modify any of the provisions of this Section 10.02 or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(gix) permit the creation of any lien ranking prior to or other encumbrance on parity with the lien of the Noteholders with respect to the Collateral that is prior to or, except as otherwise permitted or contemplated in this Indenture or any Indenture Supplement, terminate the lien in favor of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such. In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee for the benefit may rely conclusively and shall be fully protected in relying on a certificate of an Executive Officer of the Holders of such Notes;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or TrancheIssuer. It will shall not be necessary for any Act of the Noteholders under this Section 10.02 13.02 to approve the particular form of any proposed amendment or Indenture Supplementindenture supplement, but it will shall be sufficient if such Act will shall approve the substance thereof. Notwithstanding anything to the contrary in this Section 13.02, an Indenture Supplement entered into for the purpose of issuing Additional Notes the issuance of which complies with the terms of the Indenture shall not require the consent of any Noteholder. Promptly after the execution by the Issuer and the Indenture Trustee of any indenture supplement pursuant to this Section 13.02, the Indenture Trustee shall mail to the Holders of the Notes and the Servicer a copy of such indenture supplement. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such indenture supplement.
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Indenture Supplements with Consent of Noteholders. In addition to any amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable Note Rating Agency and the consent of Holders of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture, including any Indenture Supplement, by Act of said Holders delivered to the The Issuer and the Indenture Trustee, when authorized by an Issuer Order, with a prior direction of Noteholders representing more than 50% of the IssuerVoting Rights of each Class of Notes adversely affected thereby and without prior notice to any other Noteholder, and also may amend, supplement or modify this Indenture, any Indenture Supplement or the Indenture Trustee, as applicable, may enter into an amendment Notes or waive compliance by the Issuer with any provision of this Indenture for the purpose of adding any provisions toIndenture, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each such Series, Class or Tranche under this Indenture or any Indenture SupplementSupplement or the Notes; provided, however, that no such amendment of an Indenture Supplement willamendment, modification, supplement or waiver may, without the consent of the Holder of each Outstanding Note affected thereby:
(a) change including, notwithstanding anything to the scheduled payment date of any payment of interest on any Notecontrary contained herein, or change an Expected Final Payment Date or Legal Maturity Date of any Note;
(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding Dollar Principal Amount, the Outstanding Currency Specific Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any NoteNote that is the Issuer or any of its Affiliates) adversely affected thereby (including any tax consequences) and with respect to clause (viii) below, without the consent of the Servicer:
(i) change the Anticipated Repayment Date applicable to the Series or the Rated Final Payment Date applicable to the Series;
(cii) reduce the amount of a Discount Note payable upon amounts required to be paid on the occurrence of an Early Amortization Event Notes on any Payment Date, the Anticipated Repayment Date or other optional or mandatory redemption or upon the acceleration of its Legal Maturity Rated Final Payment Date;
(diii) change the place of payments on the Notes on any Payment Date, Anticipated Repayment Date or the Rated Final Payment Date;
(iv) change the coin or currency in which the principal of any Note or interest thereon is payable;
(v) impair the right of a Noteholder to institute suit for the enforcement of any payment on or with respect to any NoteNote on or after the maturity thereof;
(evi) reduce the percentage in Outstanding Dollar Principal Amount principal balance of the Outstanding Notes outstanding principal balance of any Series, Class or Tranche of the Notes, the consent of whose Holders is required for such amendment or eliminate the requirement that affected Noteholders consent to any such amendment;
(vii) change any obligation of the Issuer to maintain an office or agency in the places and for the purposes set forth in this Indenture;
(viii) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or the consent of whose Holders is required for any waiver of compliance with other Transaction Document;
(ix) modify the provisions of this Indenture or any Indenture Supplement governing the amount of defaults hereunder principal, interest and their consequencesAnticipated Repayment Date, provided for in this Indenture;the Rated Final Payment Date or any scheduled Payment Dates with respect to such payments; or
(f) modify any of the provisions of this Section 10.02 or Section 7.18, except to increase any percentage of Holders required to consent to any such amendment or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
(gx) permit the creation of any lien ranking prior to or other encumbrance on parity with the lien of the Noteholders with respect to the Collateral that is prior to or, except as otherwise permitted or contemplated in this Indenture or any Indenture Supplement terminate the lien in favor of the Noteholders on such Collateral or deprive the Noteholders of the security afforded by such. In determining whether a proposed amendment would adversely affect any Class of Notes, the Indenture Trustee for the benefit may rely conclusively and shall be fully protected in relying on a certificate of an Executive Officer of the Holders of such Notes;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture Supplement;
(i) change the method of computing the amount of principal of, or interest on, any Note on any date; or
(j) make any other amendment not permitted by Section 10.01. An amendment of this Indenture or an Indenture Supplement which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of any other Series, Class or TrancheIssuer. It will shall not be necessary for any Act of the Noteholders under this Section 10.02 13.02 to approve the particular form of any proposed amendment or Indenture Supplementindenture supplement, but it will shall be sufficient if such Act will shall approve the substance thereof. Notwithstanding anything to the contrary in this Section 13.02, an Indenture Supplement entered into for the purpose of issuing Additional Notes the issuance of which complies with the terms of the Indenture shall not require the consent of any Noteholder. Promptly after the execution by the Issuer and the Indenture Trustee of any indenture supplement pursuant to this Section 13.02, the Indenture Trustee shall mail to the Holders of the Notes and the Servicer a copy of such indenture supplement. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such indenture supplement.
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Sources: Indenture (American Tower Corp /Ma/)