Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other Person, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more Indenture Supplements at the expense of the party requesting such Indenture Supplement, in form satisfactory to the Indenture Trustee for any of the following purposes: (i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Supplement or the Notes or any provision in this Base Indenture, any Series Supplement or the Notes which is inconsistent with any Offering Memorandum; (ii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf of the Secured Parties; (iii) to modify this Base Indenture or any Series Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Code; (iv) to add to the covenants of the Obligors or any other party for the benefit of the Secured Parties, or to surrender any right or power conferred upon the Obligors in this Base Indenture or any Series Supplement; (v) to add any additional Events of Default; (vi) to issue a Series of Additional Notes in accordance with Section 2.12(c); (vii) to prevent the Issuer, the Noteholders or the Indenture Trustee from being subject to taxes (including withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments; (viii) to evidence and provide for the acceptance of appointment by a successor indenture trustee; (ix) to modify or supplement the provisions of this Base Indenture to the extent necessary to enable the issuance of a Series of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes; (x) to modify the provisions of this Base Indenture or any Series Supplement to allow for a Fiber Network acquisition account or prefunding account in connection with a future issuance of a Series of Notes; (xi) to modify the provisions of this Base Indenture or any Series Supplement to reflect any Third Party Control Party Amendment made to the Servicing Agreement; (xii) to modify the Priority of Payments to add clauses and/or modify clauses
Appears in 1 contract
Sources: Supplemental Indenture (Frontier Communications Parent, Inc.)
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other PersonServicer, the Issuer Issuers and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more Indenture Supplements indentures supplemental hereto at the expense of the party requesting such Indenture Supplementsupplement or amendment, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Indenture Supplement or the Notes or any provision in this Base Indenture, Indenture or any Series Indenture Supplement or the Notes which is inconsistent with any the Offering Memorandum;
(ii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf of the Secured PartiesTrustee;
(iii) to modify this Base Indenture or any Series Indenture Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Codelaw;
(iv) to add to the covenants of the Obligors Issuers or any other party for the benefit of the Secured PartiesNoteholders, or to surrender any right or power conferred upon the Obligors Issuers in this Base Indenture or any Series Indenture Supplement;
(v) to add any additional Events of Default;
(vi) to issue a Series of Additional Notes in accordance with Section 2.12(c);
(vii) to prevent the IssuerIssuers, the Noteholders or the Indenture Trustee from being subject to taxes (including including, without limitation, withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;; or
(viiivii) to evidence and provide for the acceptance of appointment by a successor indenture trustee;
; provided, however, the amendment of the Indenture or any Indenture Supplement will be prohibited unless (ixi) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuers to the effect that such Indenture Supplement does not (a) adversely affect in any material respect the interests of any Noteholder, (b) unless the Servicer has consented to such amendment, diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or under any other Transaction Document or (c) unless the Custodian has consented to such amendment, diminish any rights or remedies or increase any liabilities or obligations of the Custodian hereunder, under the Custodial Agreement or under any other Transaction Document, (ii) a Rating Agency Confirmation shall have been received with respect to such amendment and (iii) the Indenture Trustee shall have received an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the opinion of counsel with respect to the tax treatment of the Notes delivered on the Initial Closing Date) to modify the effect that such amendment will not (x) cause any of the Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulations §1.1001-3, (y) cause any Issuer to be taxable as other than a partnership or supplement disregarded entity for U.S. federal income tax purposes or (z) cause any of the Notes to be characterized as other than indebtedness for federal income tax purposes. In addition, without the consent of the Noteholders, the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into any amendment (or provide its consent to any amendment) of any other Transaction Document in accordance with the terms of such Transaction Document; provided that either (x) (i) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuers to the effect that such amendment does not adversely affect in any material respect the interests of any Noteholder or (unless the Servicer has consented to such amendment) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or any other Transaction Document, (ii) with respect to any amendment of the Management Agreement, the Servicing Agreement, the Holdco Guaranty or the Backup Management Agreement, the Indenture Trustee shall have received an Opinion of Counsel (which opinion may rely on a certificate received from an Executive Officer of the Issuers) and (iii) a Rating Agency Confirmation shall have been received with respect to such amendment or (y) the Indenture Trustee shall have received the consent of the Noteholders as and to the same extent such consent would be required for an Indenture Supplement pursuant to Section 13.02 and the consent of the Servicer if the effect of any such amendment would be to diminish any rights or remedies or increase any liabilities or obligations of the Servicer under the Servicing Agreement or any other Transaction Document; provided that any consent by the Indenture Trustee required by the provisions of this Base Indenture to Section 9(j)(ii) of the extent necessary to enable limited liability company agreement of each of the issuance Issuers or of each of the Guarantors shall require the prior direction of Noteholders representing more than 75% of the Voting Rights of all Notes voting as a Series single class and the consent of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes;
the Controlling Class Representative (x) to modify the provisions of this Base Indenture which consent shall not be unreasonably withheld or any Series Supplement to allow for a Fiber Network acquisition account or prefunding account in connection with a future issuance of a Series of Notes;
(xi) to modify the provisions of this Base Indenture or any Series Supplement to reflect any Third Party Control Party Amendment made to the Servicing Agreement;
(xii) to modify the Priority of Payments to add clauses and/or modify clausesdelayed).
Appears in 1 contract
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other Person, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more Indenture Supplements at the expense of the party requesting such Indenture Supplement, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Supplement or the Notes or any provision in this Base Indenture, any Series Supplement or the Notes which is inconsistent with any Offering Memorandum;
(ii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf of the Secured Parties;
(iii) to modify this Base Indenture or any Series Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Code;
(iv) to add to the covenants of the Obligors or any other party for the benefit of the Secured Parties, or to surrender any right or power conferred upon the Obligors in this Base Indenture or any Series Supplement;
(v) to add any additional Events of Default;
(vi) to issue a Series of Additional Notes in accordance with Section 2.12(c);
(vii) to prevent the Issuer, the Noteholders or the Indenture Trustee from being subject to taxes (including withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;
(viii) to evidence and provide for the acceptance of appointment by a successor indenture trustee;
(ix) to modify or supplement the provisions of this Base Indenture to the extent necessary to enable the issuance of a Series of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes;
(x) to modify the provisions of this Base Indenture or any Series Supplement to allow for a Fiber Network acquisition account or prefunding account in connection with a future issuance of a Series of Notes;
(xi) to modify the provisions of this Base Indenture or any Series Supplement to reflect any Third Party Control Party Amendment made to the Servicing Agreement;
(xii) to modify the Priority of Payments to add clauses and/or modify clausesclauses (xii) through (xiv) to allow for one or more Classes of Notes subordinated in priority to any Class C Notes;
(xiii) to effect any Specified Amendment to the extent that a Rating Agency Confirmation is received with respect to such amendment, or
(xiv) for any other purpose; provided, however, that (A) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such Indenture Supplement does not adversely affect in any material respect the interests of any Noteholder (as evidenced by a Rating Agency Confirmation), or diminish any rights, indemnifications, immunities, protections or remedies or increase any liabilities, duties or obligations of the Servicer (unless the Servicer has consented thereto) or the Back-Up Manager (unless the Back-Up Manager has consented thereto) hereunder, under the Servicing Agreement, the Back-Up Management Agreement or any other Transaction Document, and (B) in connection with any Indenture Supplement for the purposes described in clauses (ii), (iii), (iv), (v), (vii), (ix), (x), (xi), (xii), (xiii) or (xiv) above, the Indenture Trustee shall have received an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the Opinion of Counsel with respect to the tax treatment of the Series 2023-1 Term Notes delivered on the Series 2023-1 Closing Date) to the effect that such amendment will not, for U.S. federal income tax purposes, (x) cause any of the Notes to not be properly characterized as debt or (y) cause the Issuer to be taxable as other than a partnership that is not a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes within the meaning of Section 7704 of the Code or disregarded entity.
Appears in 1 contract
Sources: Base Indenture (Frontier Communications Parent, Inc.)
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other PersonServicer, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more Indenture Supplements indentures supplemental hereto at the expense of the party requesting such Indenture Supplementsupplement or amendment, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguityambiguity in this Base Indenture, any Indenture Supplement or the Notes, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Indenture Supplement or the Notes or any provision in this Base Indenture, any Series Indenture Supplement or the Notes which is inconsistent with any this Base Indenture or with an Offering MemorandumMemorandum with respect to a Series of Notes;
(ii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf of the Secured PartiesTrustee;
(iii) to modify this Base Indenture or any Series Indenture Supplement as required or made necessary by any change in applicable law or law, including, to comply facilitate compliance with any the U.S. Risk Retention Rules implementing the credit risk retention requirements imposed by of Section 15G of the CodeExchange Act;
(iv) to add to the covenants of the Obligors or any other party for the benefit of the Secured PartiesNoteholders, or to surrender any right or power conferred upon the Obligors in this Base Indenture or any Series Indenture Supplement;
(v) to add any additional Events of Default;
(vi) to issue a Series of Additional Notes in accordance with Section 2.12(c);
(vii) to prevent the Issuerany Obligor, the Noteholders or the Indenture Trustee from being subject to taxes (including withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;
(viiivii) to evidence and provide for the acceptance of appointment by a successor indenture trustee;
(viii) [reserved];
(ix) [reserved];
(x) [reserved];
(xi) with Rating Agency Confirmation, to add provisions in respect of interest-rate hedging and enhancement mechanics and to modify any provision of this Base Indenture or any other Transaction Document that the Issuer determines to be reasonable or necessary in connection with the entry of an interest-rate hedge agreement or any other agreement pursuant to the Base Indenture, including modifications to the Priority of Payments to provide for the payment of hedge payments and termination payments and any related definitions;
(xii) modify or supplement the provisions of this Base Indenture to the extent necessary to add collateral consisting of ownership and leasehold interests in real property and related customer contracts, including amending the definition of “Parking Facilities” or “Excluded Amounts” or component definitions thereof; or
(xiii) to modify or supplement the provisions of this Base Indenture to the extent necessary to enable permit the issuance formation of an additional Obligor, which will own the limited liability company interests of the Issuer and will issue any new Series or Class of Notes that are Tax Restricted Notes; provided that such Obligor enters into a Series new guarantee agreement on the same terms as the Holdco Guaranty or otherwise assumes the obligations of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes;
(x) to modify the provisions Guarantor under the Holdco Guaranty; provided, however, the amendment of this Base Indenture or any Indenture Supplement pursuant to Section 13.01 will be prohibited unless (i) the Indenture Trustee shall have first received a certificate of an Executive Officer of the Issuer to the effect that such Indenture Supplement does not adversely affect in any material respect the interests of any Noteholder, or (unless the Servicer has consented in writing to such amendment) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or any other Transaction Document, (ii) prior written notice shall have been provided to the Rating Agencies by the Issuer with respect to such amendment or supplement and (iii) the Indenture Trustee shall have received an Opinion of Counsel, subject to the assumptions and qualifications stated therein, to the effect that such amendment will not, for U.S. federal income tax purposes, (x) cause any Obligor in existence on the date of delivery of such opinion, to be classified as an association or publicly traded partnership taxable as a corporation, or (y) cause any of the Notes of any Outstanding Series Supplement that were, based on an Opinion of Counsel, properly treated as indebtedness at the time of issuance to allow for a Fiber Network acquisition account be characterized as other than indebtedness or prefunding account in connection with a future issuance undergo any “significant modification” within the meaning of a Series Treasury Regulations Sections 1.1001-3. In addition, without the consent of Notes;
the Noteholders, the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into any amendment or waiver (xior provide its consent to any amendment or waiver) to modify the provisions of this Base Indenture, any Indenture Supplement or any Series Supplement to reflect any Third Party Control Party Amendment made other Transaction Document in accordance with the terms of such Transaction Document; provided that either (x) (i) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such amendment does not adversely affect in any material respect the interests of any Noteholder or (unless the Servicer has consented to such amendment) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or any other Transaction Document, (ii) with respect to any amendment of the Management Agreement;
, the Servicing Agreement or the Holdco Guaranty, an Organizational Document of the Guarantor or an Obligor or any Contribution Agreement, the Indenture Trustee shall have received an Opinion of Counsel (xiiwhich opinion may rely on a certificate received from an Executive Officer of the Issuer) that such termination, amendment, waiver, supplement or other modification or such assignment, as applicable will not, for U.S. federal income tax purposes, (I) cause any Obligor in existence on the date of delivery of such opinion, to modify be classified as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, or (II) cause any of the Priority Notes of Payments any Outstanding Series that were, based on an Opinion of Counsel, properly treated as indebtedness at the time of issuance to add clauses and/or modify clausesbe characterized as other than indebtedness or undergo any “significant modification” within the meaning of Treasury Regulations Sections 1.1001-3, and (iii) a Rating Agency Confirmation shall have been received with respect to such amendment or (y) the Indenture Trustee shall have received the consent of the Noteholders as and to the same extent such consent would be required for an Indenture Supplement pursuant to Section 13.02 and the written consent of the Servicer if the effect of any such amendment would be to diminish any rights or remedies or increase any liabilities or obligations of the Servicer under the Servicing Agreement or any other Transaction Document.
Appears in 1 contract
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other PersonServicer, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more Indenture Supplements indentures supplemental hereto at the expense of the party requesting such Indenture Supplementsupplement or amendment, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Indenture Supplement or the Notes or any provision in this Base Indenture, Indenture or any Series Indenture Supplement or the Notes which is inconsistent with any the Offering Memorandum;
(ii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf of the Secured PartiesTrustee;
(iii) to modify this Base Indenture or any Series Indenture Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Codelaw;
(iv) to add to the covenants of the Obligors Issuer or any other party for the benefit of the Secured PartiesNoteholders, or to surrender any right or power conferred upon the Obligors Issuer in this Base Indenture or any Series Indenture Supplement;
(v) to add any additional Events of Default;
(vi) to issue a Series of Additional Notes in accordance with Section 2.12(c);
(vii) to prevent the Issuer, the Noteholders or the Indenture Trustee from being subject to taxes (including including, without limitation, withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;; or
(viiivii) to evidence and provide for the acceptance of appointment by a successor indenture trustee;
; provided, however, the amendment of the Indenture or any Indenture Supplement will be prohibited unless (ixi) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such Indenture Supplement does not adversely affect in any material respect the interests of any Noteholder, or (unless the Servicer has consented to such amendment) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or any other Transaction Document, (ii) a Rating Agency Confirmation shall have been received with respect to such amendment and (iii) the Indenture Trustee shall have received an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the opinion of counsel with respect to the tax treatment of the Notes delivered on the Initial Closing Date) to modify the effect that such amendment will not (x) cause any of the Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulations §1.1001-3 or supplement (y) cause the Issuer to be taxable as other than a partnership or disregarded entity for U.S. federal income tax purposes. In addition, without the consent of the Noteholders, the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into any amendment (or provide its consent to any amendment) of any other Transaction Document in accordance with the terms of such Transaction Document; provided that either (x) (i) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such amendment does not adversely affect in any material respect the interests of any Noteholder or (unless the Servicer has consented to such amendment) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or any other Transaction Document and (ii) a Rating Agency Confirmation shall have been received with respect to such amendment or (y) the Indenture Trustee shall have received the consent of the Noteholders as and to the same extent such consent would be required for an Indenture Supplement pursuant to Section 13.02 and the consent of the Servicer if the effect of any such amendment would be to diminish any rights or remedies or increase any liabilities or obligations of the Servicer under the Servicing Agreement or any other Transaction Document; provided that any consent by the Indenture Trustee required by the provisions of this Base Indenture to Section 9(j)(ii) of the extent necessary to enable limited liability company agreement of the issuance Issuer or of the Guarantor shall require the prior direction of Noteholders representing more than 50% of the Voting Rights of all Notes voting as a Series of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes;
(x) to modify the provisions of this Base Indenture or any Series Supplement to allow for a Fiber Network acquisition account or prefunding account in connection with a future issuance of a Series of Notes;
(xi) to modify the provisions of this Base Indenture or any Series Supplement to reflect any Third Party Control Party Amendment made to the Servicing Agreement;
(xii) to modify the Priority of Payments to add clauses and/or modify clausessingle class.
Appears in 1 contract
Sources: Indenture (American Tower Corp /Ma/)
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other PersonNoteholders, the Issuer Co-Issuers and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more Indenture Supplements Supplement at the expense of the party requesting such Indenture Supplementsupplement or amendment, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Indenture Supplement or the Notes or any provision in this Base Indenture, any Series Supplement or the Notes which is inconsistent with any Offering MemorandumNotes;
(ii) conform any provision of this Base Indenture to the description thereof in the Offering Memorandum related to any Series of Notes or conform any provision in any Series Indenture Supplement or the Notes to the description thereof in the Offering Memorandum relating to the related Series of Notes;
(iii) convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf as security for the obligations of the Secured PartiesObligors under the Notes and the Transaction Documents;
(iiiiv) to modify this Base Indenture or any Series Indenture Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Codelaw;
(ivv) to add to the covenants of the Obligors or any other party for the benefit of the Secured PartiesNoteholders, or to surrender any right or power conferred upon the Obligors in this Base Indenture or any Series Indenture Supplement;
(v) to add any additional Events of Default;
(vi) to issue a Series of Additional Notes pursuant to a Series Indenture Supplement in accordance with Section 2.12(c2.12(f);
(vii) to comply with any requirements imposed by the Code;
(viii) prevent the IssuerCo-Issuers, the Noteholders or the Indenture Trustee from being subject to taxes (including including, without limitation, withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;
(viiiix) to evidence and provide for the acceptance of appointment by a successor indenture trustee;
(ix) to modify or supplement the provisions of this Base Indenture to the extent necessary to enable the issuance of a Series of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes;
(x) to modify make such modifications as will be necessary or advisable to comply with the provisions of this Base Indenture U.S. Risk Retention Rules, the EU Securitisation Laws or any Series Supplement to allow for a Fiber Network acquisition account or prefunding account in connection with a future issuance of a Series of Notes;the UK Laws Regulations, as applicable; or
(xi) for any other purpose; provided, that any such amendment will not adversely affect in any material respect the interests of any Noteholder (as evidenced by a Rating Agency Confirmation). In addition, without the consent of the Noteholders, the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to modify time, may enter into any amendment (or provide its consent to any amendment) of any other Transaction Document in accordance with the terms of such Transaction Document; provided that either (x) the Indenture Trustee shall first have received (1) a certificate of an Executive Officer of the Co-Issuers to the effect that such amendment will not adversely affect in any material respect the interests of any Noteholder (as evidenced by a Rating Agency Confirmation), under any Transaction Document and (2) an Opinion of Counsel to the effect that such amendment is authorized or permitted by the terms hereof and of such Transaction Documents or (y) the Indenture Trustee shall have received the consent of the Noteholders as and to the same extent such consent would be required for an Indenture Supplement pursuant to 0; provided that any consent by the Indenture Trustee required by the provisions of this Base Indenture Section 9(j) of the limited liability company agreement or any Series Supplement to reflect any Third Party Control Party Amendment made to operating agreement, as applicable, of the Servicing Agreement;
Co-Issuers or of the Guarantors shall require the prior direction of Noteholders representing more than 75% of the Voting Rights of all Notes voting as a single class and the consent of the Controlling Class Representative (xii) to modify the Priority of Payments to add clauses and/or modify clauseswhich consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other PersonServicer, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more Indenture Supplements indentures supplemental hereto at the expense of the party requesting such Indenture Supplementsupplement or amendment, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Indenture Supplement or the Notes or any provision in this Base Indenture, Indenture or any Series Indenture Supplement or the Notes which is inconsistent with any the Offering Memorandum;
(ii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf of the Secured PartiesTrustee;
(iii) to modify this Base Indenture or any Series Indenture Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Codelaw;
(iv) to add to the covenants of the Obligors or any other party for the benefit of the Secured PartiesNoteholders, or to surrender any right or power conferred upon the Obligors in this Base Indenture or any Series Indenture Supplement;
(v) to add any additional Events of Default;
(vi) to issue a Series of Additional Notes in accordance with Section 2.12(c);
(vii) to prevent the Issuer, the Noteholders or the Indenture Trustee from being subject to taxes (including withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;
(viiivii) to evidence and provide for the acceptance of appointment by a successor indenture trustee;; or
(ixviii) to modify or supplement the provisions of this Base Indenture to the extent necessary to enable the issuance of a Series of Variable Funding Notes and provide for other the terms and provisions applicable to such Series of Variable Funding Notes;
; provided, however, the amendment of the Indenture or any Indenture Supplement will be prohibited unless (i) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such Indenture Supplement does not adversely affect in any material respect the interests of any Noteholder or (unless the Servicer has consented to such amendment) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or any other Transaction Document, (ii) a Rating Agency Confirmation shall have been received with respect to such Series of Notes that will remain outstanding after such amendment and (iii) the Indenture Trustee shall have received an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the opinion of counsel with respect to the tax treatment of the Notes delivered on the Initial Closing Date) to the effect that such amendment will not for United States federal income tax purposes (x) cause any of the Notes to modify be deemed to have been exchanged for a new debt instrument or (y) cause the Issuer to be taxable as other than a partnership or disregarded entity. In addition, without the consent of the Noteholders, the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into any amendment (or provide its consent to any amendment) of any other Transaction Document in accordance with the terms of such Transaction Document; provided that either (x) (i) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such amendment does not adversely affect in any material respect the interests of any Noteholder or (unless the Servicer has consented to such amendment) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or any other Transaction Document, (ii) with respect to any amendment of the Management Agreement, the Servicing Agreement, the Holdco Guaranty or the Backup Management Agreement, the Indenture Trustee shall have received an Opinion of Counsel (which opinion may rely on a certificate received from an Executive Officer of the Issuer) and (iii) a Rating Agency Confirmation shall have been received with respect to such amendment or (y) the Indenture Trustee shall have received the consent of the Noteholders as and to the same extent such consent would be required for an Indenture Supplement pursuant to Section 13.02 and the consent of the Servicer if the effect of any such amendment would be to diminish any rights or remedies or increase any liabilities or obligations of the Servicer under the Servicing Agreement or any other Transaction Document; provided that any consent by the Indenture Trustee required by the provisions of this Base Indenture Section 9(j)(ii) of the limited liability company agreement of the Issuer or any Series Supplement to allow for of the Guarantor shall require the prior direction of Noteholders representing more than 75% of the Voting Rights of all Notes voting as a Fiber Network acquisition account single class and the consent of the Controlling Class Representative (which consent shall not be unreasonably withheld or prefunding account in connection with a future issuance of a Series of Notes;
(xi) to modify the provisions of this Base Indenture or any Series Supplement to reflect any Third Party Control Party Amendment made to the Servicing Agreement;
(xii) to modify the Priority of Payments to add clauses and/or modify clausesdelayed).
Appears in 1 contract
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other PersonNoteholders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more Indenture Indentures Supplements at the expense of the party requesting such Indenture Supplementthe supplement or amendment hereto, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Supplement or the Notes;
(ii) to conform any provision of this Indenture to the description thereof contained in the Offering Memorandum relating to the Series 2015-1 Notes and the Series 2015-2 Notes or any provision in this Base Indenture, of any Series Supplement relating to a Series of Notes or of any provision of the Notes which is inconsistent with of any Series to the description thereof contained in the Offering MemorandumMemorandum relating to the Notes of such Series;
(iiiii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf of the Secured PartiesTrustee;
(iiiiv) to modify this Base Indenture or any Series Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Codelaw;
(ivv) to add to the covenants of the Obligors or any other party for the benefit of the Secured PartiesNoteholders, or to surrender any right or power conferred upon the Obligors in this Base Indenture or any Series Supplement;
(v) to add any additional Events of Default;
(vi) to issue a Series of Additional Notes pursuant to a Series Supplement in accordance with Section 2.12(c2.12(b);
(vii) to modify this Indenture as may be necessary or desirable to accommodate the issuance of a Series of Variable Funding Notes;
(viii) to comply with any requirements imposed by the Code;
(ix) to prevent the Issuer, the Noteholders or the Indenture Trustee from being subject to taxes (including including, without limitation, withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;
(viiix) to evidence and provide for the acceptance of appointment by a successor indenture trustee;
(ix) to modify or supplement the provisions of this Base Indenture to the extent necessary to enable the issuance of a Series of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes;
(x) to modify the provisions of this Base Indenture or any Series Supplement to allow for a Fiber Network acquisition account or prefunding account in connection with a future issuance of a Series of Notes;; or
(xi) for any other purpose; provided, that any such amendment of this Indenture, any Series Supplement or any Note (x) will not adversely affect in any material respect the interests of any Noteholder (as evidenced by a Rating Agency Confirmation) and (y) will not diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or under any other Transaction Document without the consent of the Servicer. In addition, the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to modify time, may, without the consent of the Noteholders, enter into any amendment (or provide its consent to any amendment) of any other Transaction Document in accordance with the terms of such Transaction Document provided, that (x) either (1) such amendment will not adversely affect in any material respect the interests of any Noteholder (as evidenced by Rating Agency Confirmation) or (2) the Indenture Trustee shall have received the consent of the Noteholders as and to the same extent such consent would be required for an Indenture Supplement pursuant to Section 13.02, and (y) such amendment will not diminish any rights or remedies or increase any liabilities or obligations of the Servicer under the Servicing Agreement or under any other Transaction Document without the consent of the Servicer; provided that any consent by the Indenture Trustee required by the provisions of Section 9(j)(ii) of the limited liability company agreement of the Issuer or of the Guarantor shall require the prior direction of Noteholders representing more than fifty percent (50%) of the aggregate Class Principal Balances of all Classes of Outstanding Notes. In executing any amendment to, or providing its consent to any amendment of, any Transaction Document in accordance with this Base Section 13.02, the Indenture Trustee shall be entitled to receive, and, subject to Section 11.02, shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment or any Series Supplement to reflect any Third Party Control Party Amendment made the giving of such consent is authorized or permitted by this Indenture and that all conditions precedent to the Servicing Agreement;
(xii) to modify execution of such amendment or the Priority giving of Payments to add clauses and/or modify clausessuch consent have been satisfied.
Appears in 1 contract
Sources: Indenture (American Tower Corp /Ma/)
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other PersonThe Issuers, the Issuer Guarantor and the Indenture Trustee, when authorized by an Issuer Entity Order, at any time and from time to time, may enter into one or more Indenture Supplements at the expense of the party requesting such Indenture Supplementindentures supplemental hereto, in form satisfactory to the Indenture Trustee Trustee, for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Indenture Supplement or the Notes or any provision in this Base Indenture, any Series Indenture Supplement or the Notes which is inconsistent with any the Offering Memorandum;
(ii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf Trustee, so long as the interests of the Secured PartiesNoteholders would not be adversely affected;
(iii) to modify this Base Indenture or any Series Indenture Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Codelaw;
(iv) to add to the covenants of the Obligors Issuers or any other party for the benefit of the Secured PartiesNoteholders, or to surrender any right or power conferred upon the Obligors Issuers in this Base Indenture or any Series Indenture Supplement;
(v) to add any additional Events of Default, provided that such action does not adversely affect the interests of the Noteholders;
(vi) to issue a Series of Additional Notes in accordance with Section 2.12(c);
(vii) to prevent the IssuerIssuers, the Noteholders or the Indenture Trustee from being subject to taxes (including including, without limitation, withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;
(vii) in connection with the issuance of Additional Notes, to correct, modify or supplement any provision of the Indenture that may be inconsistent with the terms of any Additional Notes or as may be necessary to provide for the issuance of any Additional Notes and the terms thereof; or
(viii) to evidence and provide for the acceptance of appointment by a successor indenture trustee;
(ix) to modify or supplement ; provided, however, the provisions amendment of this Base Indenture to the extent necessary to enable the issuance of a Series of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes;
(x) to modify the provisions of this Base Indenture or any Series Indenture Supplement shall be prohibited unless the Indenture Trustee shall first have received an Opinion of Counsel to allow the effect that such amendment shall not (i) cause the imposition of a tax on the Issuers, (ii) cause any of the Notes to be characterized other than as indebtedness for Federal income tax purposes, or (iii) cause any of the Notes to be deemed to have been exchanged for a Fiber Network acquisition account new debt instrument pursuant to Treasury Regulations § 1.1001-3 or prefunding account (iv) cause the Noteholders to experience any material change to the amount, timing, character or source of the income from the Notes for U.S. Federal income tax purposes; provided further that, in connection with a future issuance each such case, (i) such action shall not, as evidenced by an Officer’s Certificate, adversely affect in any material respect the interests of a Series any Noteholder, or diminish any rights or remedies or increase any liabilities or obligations of Notes;
(xi) to modify the provisions of this Base Indenture Servicer hereunder, under the Servicing Agreement or any Series Supplement other Transaction Document, (ii) a Rating Agency Confirmation from each Rating Agency shall have been received with respect to reflect such action (or, in the case of clause (vii), Rating Agency Confirmation from Fitch and the provision of prior written notice to Moody’s), and (iii) the Indenture Trustee is hereby authorized to join in the execution of any Third Party Control Party Amendment made such indenture supplement to the Servicing Agreement;
(xii) to modify the Priority of Payments to add clauses and/or modify clausesmake any further appropriate agreements and stipulations in such indenture supplement.
Appears in 1 contract
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or Noteholders, but with the Servicer or any other Person, consent of the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more Indenture Supplements indentures supplemental hereto at the expense of the party requesting such Indenture Supplementsupplement or amendment, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Indenture Supplement or the Notes or any provision in this Base Indenture, Indenture or any Series Indenture Supplement or the Notes which is inconsistent with any the Offering Memorandum;
(ii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf of the Secured PartiesTrustee;
(iii) to modify this Base Indenture or any Series Indenture Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Codelaw;
(iv) to add to the covenants of the Obligors Issuer or any other party for the benefit of the Secured PartiesNoteholders, or to surrender any right or power conferred upon the Obligors Issuer in this Base Indenture or any Series Indenture Supplement;
(v) to add any additional Events of Default;
(vi) to issue a Series of Additional Notes in accordance with Section 2.12(c);
(vii) to prevent the Issuer, the Noteholders or the Indenture Trustee from being subject to taxes (including including, without limitation, withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;; or
(viiivii) to evidence and provide for the acceptance of appointment by a successor indenture trustee;
; provided, however, the amendment of the Indenture or any Indenture Supplement will be prohibited unless (ixi) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such Indenture Supplement does not adversely affect in any material respect the interests of any Noteholder, or (unless the Servicer has consented to such amendment) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or any other Transaction Document, (ii) a Rating Agency Confirmation shall have been received with respect to such amendment and (iii) the Indenture Trustee shall have received an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the opinion of counsel with respect to the tax treatment of the Notes delivered on the Initial Closing Date) to modify the effect that such amendment will not (x) cause any of the Notes to be deemed to have been exchanged for a new debt instrument pursuant to Treasury Regulations §1.1001-3, (y) cause the Issuer to be taxable as other than a partnership or supplement disregarded entity for U.S. federal income tax purposes or (z) cause any of the Notes to be characterized as other than indebtedness for federal income tax purposes. In addition without the consent of the Noteholders, the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into any amendment (or provide its consent to any amendment) of any other Transaction Document in accordance with the terms of such Transaction Document; provided that either (x) (i) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such amendment does not adversely affect in any material respect the interests of any Noteholder or (unless the Servicer has consented to such amendment) diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or any other Transaction Document and (ii) a Rating Agency Confirmation shall have been received with respect to such amendment or (y) the Indenture Trustee shall have received the consent of the Noteholders as and to the same extent such consent would be required for an Indenture Supplement pursuant to Section 13.02 and the consent of the Servicer if the effect of any such amendment would be to diminish any rights or remedies or increase any liabilities or obligations of the Servicer under the Servicing Agreement or any other Transaction Document; provided that any consent by the Indenture Trustee required by the provisions of this Base Indenture to Section 9(j)(ii) of the extent necessary to enable limited liability company operating agreement of the issuance Issuer or of the Guarantor shall require the prior direction of Noteholders representing more than 50% of the Voting Rights of all Notes voting as a Series of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes;
(x) to modify the provisions of this Base Indenture or any Series Supplement to allow for a Fiber Network acquisition account or prefunding account in connection with a future issuance of a Series of Notes;
(xi) to modify the provisions of this Base Indenture or any Series Supplement to reflect any Third Party Control Party Amendment made to the Servicing Agreement;
(xii) to modify the Priority of Payments to add clauses and/or modify clausessingle class.
Appears in 1 contract
Sources: Indenture (American Tower Corp /Ma/)
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other PersonServicer, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more Indenture Supplements Supplement at the expense of the party requesting such Indenture Supplementsupplement or amendment, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Indenture Supplement or the Notes or any provision in this Base Indenture, Indenture or any Series Indenture Supplement or the Notes which is inconsistent with any the Offering Memorandum;
(ii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf of the Noteholders and the other Secured Parties;
(iii) to modify this Base Indenture or any Series Indenture Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Code;
(iv) to add to the covenants of the Obligors Issuer or any other party for the benefit of the Noteholders and the other Secured Parties, or to surrender any right or power conferred upon the Obligors Issuer in this Base Indenture or any Series Indenture Supplement;
(v) to add any additional Events of Default;
(vi) to issue a Series of Additional Notes in accordance with Section 2.12(c2.12(d);
(vii) to prevent the Issuer, the Noteholders or the Indenture Trustee from being subject to taxes (including withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;
(viii) to evidence and provide for the acceptance of appointment by a successor indenture trustee;
(ix) to modify or supplement the provisions of this Base Indenture to the extent necessary to enable the issuance of a Series of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes;
(x) to modify the provisions of this Base Indenture or any Series Indenture Supplement to allow for a Fiber Network IP Address Asset acquisition account or prefunding account in connection with a future issuance of a Series of Notes;
(xi) to modify the provisions of this Base Indenture Section 5.01(a) to add clauses and/or modify the clauses contained in Section 5.01(a)(xiv) through Section 5.01(a)(xvi) to allow for one or more Classes of Notes subordinated in priority to any Series Supplement to reflect any Third Party Control Party Amendment made to the Servicing AgreementClass C Notes;
(xii) to modify amend the Priority definition of Payments Required Liquidity Amount or effect any other Specified Amendment to add that extent that:
(A) in the case of an amendment to the definition of Required Liquidity Amount, the Issuer enters into an agreement with a third-party servicer or other entity that agrees to advance amounts to pay shortfalls in (x) debt service on the Notes and (y) certain other amounts due necessary to operate IP Address Assets and
(B) in each case, a Rating Agency Confirmation is received with respect to such amendment;
(xiii) provide for compliance by the Issuer with UK Securitisation Regulations or EU Securitisation Regulations;
(xiv) provide for additional Permitted Currencies and Permitted Governing Laws, subject to receipt of a Rating Agency Confirmation with respect to such amendment; or
(xv) for any other purpose; provided, however, the amendment of this Base Indenture or any Indenture Supplement will be prohibited unless (A) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such Indenture Supplement does not adversely affect in any material respect the interests of any Noteholder (as evidenced by a Rating Agency Confirmation), or diminish any rights, protections, indemnifications, immunities or remedies or increase any liabilities, duties or obligations of the Servicer (unless the Servicer has consented thereto) hereunder, under the Servicing Agreement or any other Transaction Document, and (B) in connection with any Indenture Supplement for the purposes described in clauses and/or modify clauses(ii), (iii), (iv), (v), (vii), (ix), (x), (xi), (xiii), (xiv) or (xiv) above, the Indenture Trustee shall have received an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the Opinion of Counsel with respect to the tax treatment of the Series 2024-1 Term Notes delivered on the Initial Closing Date) to the effect that such amendment will not, for U.S. federal income tax purposes, (i) cause the Issuer to be taxable as other than a disregarded entity or a partnership or (ii) cause any of the Outstanding Class of Notes of any Series (other than any Outstanding Notes held at any time by any Section 385 Related Party) that were characterized as indebtedness to be characterized as other than indebtedness. In addition, without the consent of the Noteholders, the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into any amendment (or provide its consent to any amendment) of any other Transaction Document (or any agreement which requires consent of the Issuer to amend under the terms of any Transaction Document) in accordance with the terms of such Transaction Document; provided that either (x) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such amendment will not adversely affect in any material respect the interests of any Noteholder (as evidenced by a Rating Agency Confirmation) or diminish any rights, protections, indemnifications, immunities, or remedies or increase any liabilities, duties or obligations of the Servicer (unless the Servicer has consented thereto) hereunder, under the Servicing Agreement or any other Transaction Document or diminish any rights, protections, indemnifications, immunities or remedies or increase any liabilities, or (y) the Indenture Trustee shall have received the consent of the Noteholders as and to the same extent such consent would be required for an Indenture Supplement pursuant to Section 13.02 and the consent of the Servicer if the effect of any such amendment would be to diminish any rights, protections, indemnifications, immunities or remedies or increase any liabilities, duties or obligations of the Servicer under the Servicing Agreement or any other Transaction Document; provided that any consent by the Indenture Trustee required by the provisions of Section 9(j) of the limited liability company agreement or operating agreement, as applicable, of the Issuer or of the Guarantor shall require the prior direction of Noteholders representing more than 75% of the Voting Rights of all Notes voting as a single class and the consent of the Controlling Class Representative (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Sources: Base Indenture (Cogent Communications Holdings, Inc.)
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other PersonNoteholders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more Indenture Indentures Supplements at the expense of the party requesting such Indenture Supplementthe supplement or amendment to this Indenture, any Series Supplement or any Notes, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Supplement or the Notes or any provision in this Base Indenture, any Series Supplement or the Notes which is inconsistent with any Offering MemorandumNotes;
(ii) to conform any provision of this Indenture to the description thereof contained in any Disclosure Document relating to the Series of Notes issued on the Initial Closing Date or any provision of any Series Supplement relating to a Series of Notes or of any provision of any Notes of any Series to the description thereof contained in any Disclosure Document relating to the Notes of such Series;
(iii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee (on behalf of the Secured PartiesNoteholders) as security for the Obligations;
(iiiiv) to modify this Base Indenture or Indenture, any Series Supplement or any Notes as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Codelaw;
(ivv) to add to the covenants of the Obligors or any other party for the benefit of the Secured PartiesNoteholders, or to surrender any right or power conferred upon the Obligors in this Base Indenture or any Series Supplement;
(v) to add any additional Events of Default;
(vi) to issue a Series of Additional Notes pursuant to a Series Supplement in accordance with Section 2.12(c2.12(b);
(vii) to comply with any requirements imposed by the Code;
(viii) to prevent the Issuer, the Noteholders or the Indenture Trustee from being subject to taxes (including including, without limitation, withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;
(viiiix) to evidence and provide for the acceptance of appointment by a successor indenture trustee;
(ix) to modify or supplement the provisions of this Base Indenture to the extent necessary to enable the issuance of a Series of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes;; or
(x) for any other purpose; In addition, the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to modify time, may, without the consent of the Noteholders, enter into any amendment of any other Transaction Document with the parties to such Transaction Document or provide its consent to any amendment of any other Transaction Document, in each case in accordance with the terms of such Transaction Document; provided, that (x) either (1) such amendment will not adversely affect in any material respect the interests of any Noteholder (as evidenced by a Rating Agency Confirmation) or (2) the Indenture Trustee shall have received the consent of the Noteholders as and to the same extent such consent would be required for an Indenture Supplement pursuant to Section 13.02, and (y) such amendment will not diminish any rights or remedies or increase any liabilities or obligations of the Servicer under the Servicing Agreement or under any other Transaction Document without the consent of the Servicer; provided that any consent by the Indenture Trustee required by the provisions of Section 9(j)(ii) of the limited liability company agreement of the Issuer or of the Guarantor shall require the prior direction of Noteholders representing more than 50.0% of the aggregate Class Principal Balances of all Classes of Outstanding Notes. In executing any amendment to, or providing its consent to any amendment of, any Transaction Document in accordance with this Base Section 13.01, the Indenture Trustee shall be entitled to receive, and, subject to Section 11.03, shall be fully protected in relying upon, an Officer’s Certificate of the Issuer and an Opinion of Counsel stating that the execution of such amendment or any Series Supplement to allow for a Fiber Network acquisition account the giving of such consent is authorized or prefunding account in connection with a future issuance of a Series of Notes;
(xi) to modify the provisions of permitted by this Base Indenture or any Series Supplement to reflect any Third Party Control Party Amendment made to the Servicing Agreement;
(xii) to modify the Priority of Payments to add clauses and/or modify clausesIndenture.
Appears in 1 contract
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or Noteholders, but with the Servicer or any other Person, consent of the Issuer Issuers and the Indenture Trustee, when authorized by an Issuer Entity Order, at any time and from time to time, may enter into one or more Indenture Supplements at the expense of the party requesting such Indenture Supplementindentures supplemental hereto, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Indenture Supplement or the Notes or any provision in this Base Indenture, any Series Indenture Supplement or the Notes which is inconsistent with any the Offering Memorandum;
(ii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf Trustee, so long as the interests of the Secured PartiesNoteholders would not be adversely affected;
(iii) to modify this Base Indenture or any Series Indenture Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Codelaw;
(iv) to add to the covenants of the Obligors Issuers or any other party for the benefit of the Secured PartiesNoteholders, or to surrender any right or power conferred upon the Obligors Issuers in this Base Indenture or any Series Indenture Supplement;
(v) to add any additional Events of Default, provided that such action does not adversely affect the interests of the Noteholders;
(vi) to issue a Series of Additional Notes in accordance with Section 2.12(c);
(vii) to prevent the IssuerIssuers, the Noteholders or the Indenture Trustee from being subject to taxes (including including, without limitation, withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;; or
(viiivii) to evidence and provide for the acceptance of appointment by a successor indenture trustee;
(ix) to modify or supplement ; provided, however, the provisions amendment of this Base Indenture to the extent necessary to enable the issuance of a Series of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes;
(x) to modify the provisions of this Base Indenture or any Series Indenture Supplement will be prohibited unless the Indenture Trustee shall first have received an Opinion of Counsel to allow the effect that such amendment will not (i) cause the imposition of a tax on the Issuers, (ii) cause any of the Notes to be characterized other than as indebtedness for federal income tax purposes, or (iii) cause any of the Notes to be deemed to have been exchanged for a Fiber Network acquisition account new debt instrument pursuant to Treasury Regulations § 1.1001-3 or prefunding account (iv) cause the Noteholders to experience any material change to the amount, timing, character or source of the income from the Notes for U.S. federal income tax purposes; provided, further, that, in connection with a future issuance each such case, (i) such action shall not, as evidenced by an Opinion of a Series Counsel, adversely affect in any material respect the interests of Notes;
(xi) to modify any Noteholder, or diminish any rights or remedies or increase any liabilities or obligations of the provisions of this Base Indenture Servicer hereunder, under the Servicing Agreement or any Series Supplement other Transaction Document, (ii) a Rating Agency Confirmation shall have been received with respect to reflect such action, and (iii) the Indenture Trustee is hereby authorized to join in the execution of any Third Party Control Party Amendment made such indenture supplement to the Servicing Agreement;
(xii) to modify the Priority of Payments to add clauses and/or modify clausesmake any further appropriate agreements and stipulations in such indenture supplement.
Appears in 1 contract
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other Person, the Issuer and the Indenture TrusteeThe 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 Trustee may from time to time and at any time and from time to time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof) for one or more Indenture Supplements at the expense of the party requesting such Indenture Supplement, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Supplement or the Notes or any provision in this Base Indenture, any Series Supplement or the Notes which is inconsistent with any Offering Memorandum;
(iia) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf as security for the Notes of the Secured Partiesone or more Series any property or assets;
(iiib) to modify this Base Indenture evidence the succession of another corporation to the Issuer, or any Series Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed successive successions, and the assumption by the Codesuccessor corporation of the covenants, agreements and obligations of the Issuer pursuant to Article IX;
(ivc) to add to the covenants of the Obligors Issuer such further covenants, restrictions, conditions or provisions as the Issuer and the Indenture Trustee shall consider to be for the protection of the Noteholders, and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any other party for the benefit of the Secured Partiesseveral remedies provided in this Indenture as herein set forth;
(d) to cure any ambiguity or to correct or supplement any provision contained herein or in any Indenture Supplement which may be defective or inconsistent with any other provision contained herein or in any Indenture Supplement, or to surrender make any right other provisions as the Issuer may deem necessary or power conferred upon desirable, provided that no such action shall adversely affect the Obligors in this Base Indenture or any Series Supplementinterests of the Noteholders;
(ve) to add establish the form or terms of Notes of any additional Events of Default;Series as permitted by Sections 2.01 and 2.03; and
(vi) to issue a Series of Additional Notes in accordance with Section 2.12(c);
(vii) to prevent the Issuer, the Noteholders or the Indenture Trustee from being subject to taxes (including withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;
(viiif) to evidence and provide for the acceptance of appointment hereunder by a successor indenture trustee;
(ix) trustee with respect to modify the Notes of one or supplement more Series and to add to or change any of the provisions of this Base Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the extent necessary requirements of Section 6.11. The Indenture Trustee is hereby authorized to enable join with the issuance Issuer in the execution of a Series any such Indenture Supplement, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of Variable Funding Notes and provide for other terms and provisions applicable any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such Series of Variable Funding Notes;
(x) to modify Indenture Supplement which affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any Indenture Supplement authorized by the provisions of this Base Indenture or Section may be executed without the consent of the Noteholders of any Series Supplement to allow for a Fiber Network acquisition account or prefunding account in connection with a future issuance of a Series the Notes at the time Outstanding, notwithstanding any of Notes;
(xi) to modify the provisions of Section 8.02, provided that in the case of an indenture or Indenture Supplement entered into for the purposes described in clause (a) of this Base Indenture or any Series Supplement to reflect any Third Party Control Party Amendment made Section, the Issuer has obtained an opinion of nationally recognized United States tax counsel to the Servicing Agreement;
(xii) effect that Noteholders in any then Outstanding Notes will not recognize gain or loss for United States federal income tax purposes and will be subject to modify federal income tax on the Priority same amount, in the same manner and at the same time in respect of Payments to add clauses and/or modify clausessuch Notes as would have been the case had no such indenture or Indenture Supplement been executed.
Appears in 1 contract
Indenture Supplements without Consent of Noteholders. Without the consent of the Noteholders or the Servicer or any other PersonServicer, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more Indenture Supplements Supplement at the expense of the party requesting such Indenture Supplementsupplement or amendment, in form satisfactory to the Indenture Trustee for any of the following purposes:
(i) to correct any typographical error or cure any ambiguity, or to cure, correct or supplement any defective or inconsistent provision in this Base Indenture, any Series Indenture Supplement or the Notes or any provision in this Base Indenture, Indenture or any Series Indenture Supplement or the Notes which is inconsistent with any an Offering Memorandum;
(ii) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee on behalf of the Secured Parties;
(iii) to modify this Base Indenture or any Series Indenture Supplement as required or made necessary by any change in applicable law or to comply with any requirements imposed by the Code;
(iv) to add to the covenants of the Obligors or any other party for the benefit of the Secured Parties, or to surrender any right or power conferred upon the Obligors in this Base Indenture or any Series Indenture Supplement;
(v) to add any additional Events of Default;
(vi) to issue a Series of Additional Notes in accordance with Section 2.12(c2.12(d);
(vii) to prevent the Issuer, the Noteholders or the Indenture Trustee from being subject to taxes (including withholding taxes), fees or assessments, or to reduce or eliminate any such taxes, fees or assessments;
(viii) to evidence and provide for the acceptance of appointment by a successor indenture trustee;
(ix) to modify or supplement the provisions of this Base Indenture to the extent necessary to enable the issuance of a Series of Variable Funding Notes and provide for other terms and provisions applicable to such Series of Variable Funding Notes;
(x) to modify the provisions of this Base Indenture or any Series Indenture Supplement to allow for a Fiber Network acquisition account or prefunding account in connection with a future issuance of a Series of Notes;
(xi) to modify the provisions of Section 5.01(a) to add clauses and/or modify the clauses contained in Section 5.01(a)(xii) through Section 5.01(a)(xiv) to allow for one or more Classes of Notes subordinated in priority to any Class C Notes; or
(xii) for any other purpose; provided, however, the amendment of this Base Indenture or any Series Indenture Supplement will be prohibited unless (A) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to reflect the effect that such Indenture Supplement does not adversely affect in any Third Party Control Party Amendment made to material respect the interests of any Noteholder (as evidenced by a [***]), or diminish any rights, protections or remedies or increase any liabilities or obligations of the Servicer (unless the Servicer has consented thereto) or the Back-Up Manager (unless the Back-Up Manager has consented thereto) hereunder, under the Servicing Agreement;
, the Back-Up Management Agreement or any other Transaction Document, and (B) in connection with any Indenture Supplement for the purposes described in clauses (ii), (iii), (iv), (v), (vii), (ix), (x), (xi) or (xii) of above, the Indenture Trustee shall have received an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the Opinion of Counsel with respect to modify the Priority tax treatment of Payments the Series 2023-1 Notes delivered on the Series 2023-1 Closing Date) to add clauses and/or modify clausesthe effect that such amendment will not, for U.S. federal income tax purposes, cause the Issuer to be taxable as other than a partnership or disregarded entity; provided, further that the Issuer may enter into an amendment to effect a Specified Amendment upon satisfaction of either of the following conditions: (1) a [***] is obtained with respect to such amendment or (2) confirmation of Notice RAC and consent of a Majority of Noteholders (the conditions set forth in this proviso, the “Specified Amendment Conditions”); provided, further, that the definition of “Management Fee” may be amended (including, for the avoidance of doubt, to increase or decrease the Management Fee at the request of the Issuer) without satisfaction of the other conditions to an amendment set forth in the Management Agreement or herein upon (i) written notification by the Issuer to the Indenture Trustee, (ii) satisfaction of the Specified Amendment Conditions and (iii) delivery of the following: (a) the Issuer (or the Manager acting on the Issuer’s behalf) certifies to the Indenture Trustee that such amendment was determined in consultation with the Back-Up Manager and that the Manager has determined in accordance with the Operations Standards that the revised Management Fee represents an arm’s length fee, (b) after delivering such written notification, the Issuer will disclose the then-applicable formula in subsequent Manager Reports and (c) the Issuer (or the Manager acting on the Issuer’s behalf) delivers written confirmation to the Indenture Trustee that [***] with respect to each Series of Notes outstanding has been received with respect to such new formula. In addition, without the consent of the Noteholders, the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into any amendment (or provide its consent to any amendment) of any other Transaction Document (or any agreement which requires consent of any Obligor to amend under the terms of any Transaction Document) in accordance with the terms of such Transaction Document; provided that either (x) the Indenture Trustee shall first have received a certificate of an Executive Officer of the Issuer to the effect that such amendment will not adversely affect in any material respect the interests of any Noteholder (as evidenced by a [***]) or diminish any rights or remedies or increase any liabilities or obligations of the Servicer (unless the Servicer has consented thereto) hereunder, under the Servicing Agreement or any other Transaction Document or diminish any rights or remedies or increase any liabilities or obligations of the Back-Up Manager (unless the Back-Up Manager has consented thereto) hereunder, under the Back-Up Management Agreement or any other Transaction Document or (y) the Indenture Trustee shall have received the consent of the Noteholders as and to the same extent such consent would be required for an Indenture Supplement pursuant to Section 13.02 and the consent of the Servicer if the effect of any such amendment would be to diminish any rights or remedies or increase any liabilities or obligations of the Servicer under the Servicing Agreement or any other Transaction Document; provided that any consent by the Indenture Trustee required by the provisions of the limited liability company agreement or operating agreement, as applicable, of the Issuer or of the Guarantor shall require the prior direction of Noteholders representing more than 50% of the Voting Rights of all Notes voting as a single class and, if applicable, the consent of the Controlling Class Representative (which consent shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Sources: Base Indenture (Tucows Inc /Pa/)