Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, enter into one or more indenture supplements or amendments hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party): (i) change the date of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable; (ii) change the Noteholder voting requirements with respect to any Transaction Document; (iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing; (vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes; (vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; (viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or (ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 2 contracts
Sources: Base Indenture (Oportun Financial Corp), Base Indenture (Oportun Financial Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Servicer and the Indenture Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementupon ten (10) Business Days’ prior written notice to each Rating Agency, as applicable, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or Outstanding principal amount of the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and Notes of each adversely affected thereby, the Servicer Series or the Back-Up ServicerClass, as applicable, of Notes Outstanding, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series such Noteholders under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note adversely affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate Interest Rate specified thereon or the Redemption Price redemption price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, all or any portion of the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) payable or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding Outstanding principal amount of the NotesNotes of any Series or all Series of Notes Outstanding, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or certain defaults any default hereunder and their its consequences as provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vic) reduce the percentage of the aggregate outstanding Outstanding principal amount of the any Notes, the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding NotesOutstanding Notes of such Series;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiid) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in herein;
(e) modify or alter the provisions of this IndentureIndenture prohibiting the voting of Notes held by the Issuer, any other obligor on the Notes, the Transferor or any Affiliate thereof; or
(ixf) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral part of the Trust Estate at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture, but and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Issuer, the Servicer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of a Series Supplement, to relates written notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Master Indenture, Master Indenture (Atlanticus Holdings Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and With the Trusteeconsent of the Holders of not less than a majority in aggregate principal amount of all of the Notes of each applicable series then Outstanding affected by such supplemental indenture (treated as a single class), the Company, when authorized by a Board Resolution (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 OrderOfficers’ Certificate), also and the Trustee may, upon the written request of the Company and unless otherwise provided in any Series Supplement, with receipt of the aforementioned Board Resolution and upon providing the Trustee evidence of the consent of the Required Noteholders andHolders of the Notes as aforesaid, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially from time to time and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableat any time, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto (which shall conform to the provisions of the TIA 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 supplemental indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indentureeach such series; provided, however, that no such supplemental indenture supplement or amendment shall, without shall (a) extend the consent Stated Maturity of the Required Noteholders and principal of any Note, or reduce the principal amount thereof or premium, if any, or reduce the rate or extend the time of payment of interest, if any, thereon, or reduce or alter the method of computation of any amount payable on redemption, repayment or purchase by the Company thereof (or the time at which any such redemption, repayment or purchase may be made), or make the principal thereof, premium, if any, or interest thereon payable in any coin or currency other than that provided in such Notes, this Indenture or any supplemental indenture or in accordance with the terms of such Notes, or impair or affect the right of any Noteholder to institute suit for the payment thereof or, if such Notes provide therefor, any right of repayment or purchase at the option of the Noteholder, without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause so affected, (iii) below, the consent of each Secured Party):
(i) change the date of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding principal amount Notes of the Notesany series, the consent of the Holders of which is required for any such supplemental indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of to waive compliance with certain provisions of this Indenture or for waiver of certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuerdefaults, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, without the consent of the Holders of which is required to direct the Trustee to sell each Note so affected or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(viic) modify any provision of the provisions of this Section 13.29.02, except to increase any percentage specified herein such percentage, to limit the ability of obtaining consents of Holders of each applicable series then Outstanding affected (treated as a single class) or to provide that certain additional other provisions of this Indenture cannot be modified or waived waived, without the consent of the Holder Holders of each outstanding Note so affected thereby;
(viii) modify or in any manner not adverse to the Holders of each Note so affected. For the avoidance of doubt, with respect to any series of Notes, the consent of Holders of Notes of such series required by this Section 9.02, if the Company so determines, may also be obtained from the Holders of a majority in principal amount of the provisions Notes of that series. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture in such manner as to affect in any material respect which has expressly been included solely for the calculation benefit of the amount one or more particular series of any payment of interest Notes, or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect which modified the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture such series with respect to any part such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Trust Estate for the Holders of Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described aboveother series. The Trustee mayshall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may at its discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Company and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to the provisions of this SectionSection 9.02, the Company (or the Trustee shall mail to each Holder at the request and expense of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, Company) shall give notice thereof to the Noteholders Holders of the applicable Series)then Outstanding Notes affected thereby, the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendmentas provided in Section 11.02. Any failure of the Trustee Company to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (Eastman Chemical Co), Indenture (Eastman Chemical Co)
Supplemental Indentures with Consent of Noteholders. The Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and, with the written consent of the Credit Enhancer and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Security Balances of each Class of Notes affected thereby, by Act of such Holders delivered to the Servicer or Issuing Entity and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm “Outstanding” or modify or alter the exception in the definition of the term “Holder”;
(viiv) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; and provided, further, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuing Entity to be permitted if it would cause any Noteholder subject to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described abovean entity level tax. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (Shellpoint Mortgage Acceptance LLC), Indenture (Impac Secured Assets Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to each Rating Agency, with the consent of the Required Noteholders andInsurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by second proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viiv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein 5.04 or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.amend
Appears in 2 contracts
Sources: Indenture (WFS Receivables Corp 2), Indenture (WFS Receivables Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer Trust and the Indenture Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies, with the consent of the Required Noteholders andNote Insurer and with the consent of the Holders of not less than a majority of the Outstanding Notes, if by Act of such Holders delivered to the Servicer’s or Trust and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, subject to the express rights of the Note Insurer under the Operative Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions provision of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iviii) reduce the percentage of the aggregate outstanding principal amount of the Outstanding Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;; 70 76
(viv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is Outstanding Notes required to direct the Indenture Trustee to direct the Trust to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes12.1;
(viivi) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Operative Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixviii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated herein or in this Indentureany of the Operative Documents, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Indenture Trustee maymay determine whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel to that effect and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Trust and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (Advanta Conduit Receivables Inc), Indenture (Advanta Mortgage Conduit Services Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);; 52 (2020-B Indenture)
(ivb) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the NotesNotes or the Controlling Class, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter (i) the provisions of this Indenture regarding the voting of Notes held by proviso as to the Issuer, the Seller or an Affiliate definition of the foregoingterm “Outstanding” or (ii) the definition of Controlling Class;
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes or the Controlling Class of Notes, the consent of the Holders of which is as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (Hyundai Auto Receivables Trust 2020-B), Indenture (Hyundai Auto Receivables Trust 2020-B)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized requested by an Issuer Order, also may, and unless otherwise provided in any Series Supplement, with the consent of Noteholders holding not less than a majority of the Required Outstanding Amount voting together as a single class, by Action of such Noteholders and, if delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one or more indenture supplements amendments or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series Noteholders under this Indenture; provided, however, subject to prior notice to the Rating Agencies and provided that no such supplemental indenture supplement or amendment entered into in accordance with this Section 9.02 shall, without the consent of the Required Noteholders and without the consent of the Holder Noteholder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i1) change the Final Scheduled Distribution Date of or the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate Interest Rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iv2) reduce the percentage of the aggregate outstanding principal amount of the NotesOutstanding Amount, the consent of the Holders Noteholders of which is required for any such amendment or supplemental indenture supplement or amendment, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Events of Default hereunder and their consequences provided for in this Indenture;; 47 (NAROT 2023-B Indenture)
(v3) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm “Outstanding;”
(vi4) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is Outstanding Amount required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Owner Trust Estate pursuant to Section 10.4 5.04(d)(4), if the proceeds of such sale would be insufficient to pay the principal amount and Outstanding Amount plus accrued but unpaid interest on the outstanding Notes;
(vii5) modify any provision of this Section 13.2, except to increase reduce any percentage specified herein or required to provide that certain additional provisions of this Indenture cannot be modified or waived without amend the consent sections of the Holder Indenture that specify the applicable percentage of each outstanding Note affected therebyOutstanding Amount of the Notes necessary to amend the Indenture;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix6) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Owner Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive any Secured Party Noteholder of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder or
(7) impair the right to recognize gain or loss institute suit for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained the enforcement of payment as described aboveprovided in Section 5.07. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any amendment or supplemental indenture and any such determination shall be conclusive upon all Noteholders, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Action of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Action shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder of the Notes of all Series (or with respect Noteholders and Certificateholders to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such amendment or supplemental indenture or amendmentindenture. 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 amendment or supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (NISSAN AUTO RECEIVABLES Co II LLC), Indenture (NISSAN AUTO RECEIVABLES Co II LLC)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the NotesNotes or the Controlling Class, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;; 51 (2016-B Indenture)
(vc) modify or alter (i) the provisions of this Indenture regarding the voting of Notes held by proviso as to the Issuer, the Seller or an Affiliate definition of the foregoingterm “Outstanding” or (ii) the definition of Controlling Class;
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes or the Controlling Class of Notes, the consent of the Holders of which is as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (Hyundai Auto Receivables Trust 2016-B), Indenture (Hyundai Abs Funding LLC)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicera) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, enter into one or more No supplemental indenture supplements or amendments hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note adversely affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the Legal Final Payment Date or the due date of any payment of any installment of principal of or interest oninterest, or as applicable, on any premium payable upon Note, reduce the redemption of, principal amount of any Note or reduce in any manner rate of interest or the principal amount thereof, the interest rate thereon or portion of the Redemption Price with respect theretopayable to the Holders of the Notes, modify change the earliest date on which any Note may be redeemed, change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of any Loan Assets to the sale of, the Trust Estate to payment of principal ofprincipal, interest or interest onof distributions pursuant to the Sale and Servicing Agreement, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the principal thereof, or interest thereon thereon, is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the any provisions of this the Indenture requiring the application of funds available therefor, as provided in Article 9, to the regarding payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Notes;
(ivii) reduce the percentage of the aggregate outstanding principal amount Aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture the proviso to the definition of the term “Outstanding” or modify or alter the provisions of the proviso to the definition of the term “Holder”;
(iv) modify or alter the provisions hereunder regarding the voting of Notes held by the Issuer, the Seller Seller, the Servicer, an affiliate of any of them or an Affiliate any obligor on the Notes;
(v) modify any provisions hereunder in such a manner as to affect the calculation of the foregoing;amount of any payment of interest or principal due on any Note on any Payment Date or to affect the rights of the Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained in the Indenture; or
(vi) reduce the percentage of the aggregate outstanding principal amount Aggregate Outstanding Principal Balance of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate Indenture Collateral pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(vii) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Transaction Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixviii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) Indenture Collateral or, except as otherwise permitted or contemplated in this Indentureherein or by any other Transaction Document, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive any Secured Party Noteholder of the security provided by the Lien lien of this Indenture.
(b) The Issuer shall only enter into a supplemental indenture in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof; providedprovided that such action shall not, furtheras evidenced by an Opinion of Counsel, that no amendment will (i) cause the Issuer to be permitted if it would cause any Noteholder to recognize gain treated as an association, publicly traded partnership or loss taxable mortgage pool, in each case, taxable as a corporation for U.S. federal income tax purposes, unless such Noteholder(ii) cause the Notes to be deemed to have been sold or exchanged under Section 1001 of the Code or (iii) cause any Notes that were characterized as indebtedness at the time of issuance to be characterized as other than indebtedness (which Opinion of Counsel may rely upon an Officer’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into Certificate of the Servicer with respect to the effect of any such amendment or supplement that affects on the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form economic interests of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Noteholder).
(c) Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Trustee shall mail to each Holder the Servicer (who shall promptly forward the same to the Rating Agency) and the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer relates a copy of such supplemental indenture or amendmenta notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
(d) The Issuer and the Trustee may only enter into one or more supplemental indentures pursuant to this Section 9.02 to the extent that written advice from Dechert LLP or an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters is delivered to the Issuer (with a copy to the Trustee) to the effect that such supplemental indenture will not (i) cause the Issuer to be treated as an association, publicly traded partnership or amendmenttaxable mortgage pool, in each case, taxable as a corporation for U.S. federal income tax purposes, (ii) cause the Notes to be deemed to have been sold or exchanged under Section 1001 of the Code or (iii) cause any Notes that were characterized as indebtedness at the time of issuance to be characterized as other than indebtedness.
Appears in 2 contracts
Sources: Indenture (Hercules Capital, Inc.), Indenture (Hercules Capital, Inc.)
Supplemental Indentures with Consent of Noteholders. The (a) With the prior written consent of each Noteholder affected thereby, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, may enter into one an amendment or more a supplemental indenture supplements or amendments hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this the Indenture or of modifying in any manner the rights of the Holders of Noteholders under the Notes of any Series under this Indenture; provided, however, that no such indenture supplement or amendment shall, without Indenture for the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):following purposes:
(i) change the Maturity Date of the principal of any Note, or the due date of any payment of interest on any installment of principal of or interest onNote, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, or the interest rate thereon or thereon, change the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, which any Note or the any interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount interest due on the Notes any Note on or after the respective due dates date thereof (or, in or for the case enforcement of redemption, the payment of the entire remaining unpaid principal amount of any Note on or after the Redemption Date)Maturity Date thereof or change any provision of Article VI hereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount balance of the Outstanding Notes, the consent of the Holders Noteholders of which is required for to approve any such indenture supplement or amendment, supplemental indenture; or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of the Indenture or Termination Events or Events of Default or Servicer Events of Default under this Indenture or certain defaults hereunder under the Sale and Servicing Agreement and their consequences provided for in this IndentureIndenture or for any other purpose hereunder;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiiiii) modify any of the provisions of this Indenture in such manner as to affect in any material respect Section 9.02;
(iv) modify or alter the calculation provisions of the amount of any payment of interest or principal due on any Note on any Payment Date (including proviso to the calculation of any definition of the individual components of such calculation), to alter the application of term “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this IndentureOutstanding”; or
(ixv) permit the creation of any other Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral property at any time subject hereto or or, except with respect to any action which would not have a material adverse effect on any Noteholder (as evidenced by an Opinion of Counsel to such effect), deprive any Secured Party the Noteholder of the security provided afforded by the Lien lien of this Indenture.
(b) With the prior written consent of the Noteholders constituting Supermajority Holders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may enter into an amendment or a supplemental indenture for the purpose of (i) modifying the definition of “Termination Event”, any provision of Section 8.01 hereof or (ii) waiving the existence of any Termination Event or Event of Default.
(c) With the consent of the Majority Holders, 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 amendments or indentures supplemental hereto, in form and substance satisfactory to the Indenture Trustee for the purpose of modifying, eliminating or adding to the provisions of this Indenture; provided, that such supplemental indentures shall not have any of the effects described in paragraphs (i) through (v) of Section 9.02(a) or Section 9.02(b) of this Indenture; provided, further, that no amendment will be permitted if it would cause such action shall not adversely affect the interests of any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless (without the prior written consent of such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. ).
(d) Promptly after the execution by the Issuer and the Indenture Trustee of any amendment or supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer Agent a copy of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, copy shall not, however, in any way impair or affect the validity of any such supplemental indenture indenture.
(e) Whenever the Issuer or amendmentthe Indenture Trustee solicits a consent to any amendment or supplement to the Indenture, the Issuer shall fix a record date in advance of the solicitation of such consent for the purpose of determining the Noteholders entitled to consent to such amendment or supplement. Only those Noteholders at such record date shall be entitled to consent to such amendment or supplement whether or not such Noteholders continue to be Holders after such record date.
Appears in 2 contracts
Sources: Indenture (Bay View Capital Corp), Indenture (Americredit Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to each Rating Agency, with the consent of the Required Noteholders andInsurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by second proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viiv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if 5.04 or amend 57 64 the proceeds provisions of such sale would be insufficient this Article which specify the percentage of the Outstanding Amount of the Notes required to pay amend this Indenture or the principal amount and accrued but unpaid interest on the outstanding Notesother Basic Documents;
(viiv) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvi) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of lien created by this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien of lien created by this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien of lien created by this Indenture; provided, furtherand further provided that any such action will not, that no amendment will be permitted if it would cause any Noteholder as evidenced by an Opinion of Counsel satisfactory to recognize gain or loss for U.S. federal income tax purposesthe Trustee, unless such Noteholder’s consent is obtained as described aboveresult in the creation of a new security. The Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee parties hereto of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (WFS Financial Auto Loans Inc), Indenture (WFS Receivables Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies, with the consent of the Required Noteholders andSecurity Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; providedPROVIDED, howeverHOWEVER, that that, subject to the express rights of the Security Insurer under the Basic Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions provision of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iviii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.4;
(viivi) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixviii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated herein or in this Indentureany of the Basic Documents, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee maymay determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (TMS Auto Holdings Inc), Indenture (TMS Auto Holdings Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the NotesNotes or the Controlling Class, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter (i) the provisions of this Indenture regarding the voting of Notes held by proviso as to the Issuer, the Seller or an Affiliate definition of the foregoing;term “Outstanding” or (ii) the definition of Controlling Class; 52 (2018-B Indenture)
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes or the Controlling Class of Notes, the consent of the Holders of which is as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (Hyundai Auto Receivables Trust 2018-B), Indenture (Hyundai Auto Receivables Trust 2018-B)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to each Rating Agency, with the consent of the Required Noteholders andInsurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by second proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 2 contracts
Sources: Indenture (WFS Financial 1997-B Owner Trust), Indenture (WFS Financial 1997-C Owner Trust)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies and, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Note Balance of each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Note Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Holder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Note Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04 hereof;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; providedand PROVIDED, furtherFURTHER, that no such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (if 100% of the Certificates are not owned by Origen REIT or a direct or indirect qualified REIT subsidiary of Origen REIT) to be subject to an entity level tax. Any such action shall not (as evidenced by either (i) an Opinion of Counsel delivered to the Servicer and the Indenture Trustee or (ii) confirmation from the Rating Agencies that such amendment will be permitted if it would cause not result in the reduction or withdrawal of the rating of any Noteholder Class of Notes) adversely affect in any material respect the interest of any Holder (other than a Holder who shall consent to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture). It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such 50 notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (Citigroup Mortgageln Tr Origen Manu Hous Cont Tr NTS Ser 200), Indenture (Citigroup Mortgageln Tr Origen Manu Hous Cont Tr NTS Ser 200)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause thereby: 52 (iii) below, the consent of each Secured Party):2017-B Indenture)
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the NotesNotes or the Controlling Class, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter (i) the provisions of this Indenture regarding the voting of Notes held by proviso as to the Issuer, the Seller or an Affiliate definition of the foregoingterm “Outstanding” or (ii) the definition of Controlling Class;
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes or the Controlling Class of Notes, the consent of the Holders of which is as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.indenture. 53 (2017-B Indenture)
Appears in 2 contracts
Sources: Indenture (Hyundai Auto Receivables Trust 2017-B), Indenture (Hyundai Auto Receivables Trust 2017-B)
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the TrusteeCompany, when authorized by an Issuer Order, also maythe resolutions of the Board of Directors, and unless otherwise provided in the Trustee may from time to time and at any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, time enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes of any Series under this IndentureNotes; provided, however, that no such supplemental indenture supplement shall:
(a) reduce the percentage in aggregate principal amount of Notes the holders of which must consent to an amendment;
(b) reduce the rate, or amendment shallextend the stated time for payment, without of interest on any Note;
(c) reduce the consent principal of or other amount payable under, or extend the Maturity Date of, any Note;
(d) make any change that adversely affects the put rights of any Noteholder under Article 13 or Article 14;
(e) reduce the Designated Event Purchase Price of any Note or amend or modify in any manner adverse to the holders of the Required Noteholders and without Notes the consent Company’s obligation to make such payments, whether through an amendment or waiver of the Holder of each outstanding Note affected thereby(and provisions in the case of clause (iii) belowcovenants, the consent of each Secured Party):definitions or otherwise;
(if) change the date place or currency of payment of any installment of principal of or interest on, or other amount payable in respect of any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payableNote;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiig) impair the right of any holder to receive payment of principal of and interest on or other amount payable under such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note;
(h) adversely affect the ranking of the Notes as the senior unsubordinated debt of the Company; or
(i) make any change in the provisions of this Indenture requiring Article 9 that require each holder’s consent or in the application of funds available therefor, as provided waiver provisions in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (orSection 5.01 and Section 5.07, in the each case of redemption, on or after the Redemption Date);
(iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder each holder of each an outstanding Note affected thereby;
(viii) modify any affected. Upon the written request of the provisions Company, accompanied by a copy of the Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the Trustee may in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee mayits discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by After an amendment under the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Sectionbecomes effective, the Trustee Company shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of holders a Series Supplement, to the Noteholders of the applicable Series)notice briefly describing such amendment. However, the Back-Up Servicer and failure to give such notice to all the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenture or the amendment.
Appears in 2 contracts
Sources: Indenture (Forest City Enterprises Inc), Indenture (Forest City Enterprises Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer OrderIssuing Entity Request, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or Note Balances of the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Notes affected thereby, by Act of such Holders delivered to the Servicer or Issuing Entity and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, provided however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Note Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Holder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Note Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; and provided, further, that such action shall not, as evidenced by an Opinion of Counsel, cause the Issuing Entity to be subject to an entity level tax. and provided, further, that no amendment such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel that entering into such indenture supplement will be permitted if it would cause not adversely affect in any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described abovematerial respect the interests of the Certificateholder. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders (as defined in Section 10.03) under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (Deutsche Alt-a Securities Inc), Indenture (Nomura Home Equity Loan, Inc.)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to each Rating Agency, with the consent of the Required Noteholders andInsurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by second proviso to the Issuer, the Seller or an Affiliate definition of the foregoing;
term "Outstanding"; 60 68 (viiv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein 5.04 or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of amend the provisions of this Indenture in such manner as to affect in any material respect Article which specify the calculation percentage of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption Outstanding Amount of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior required to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under amend this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.other Basic Documents;
Appears in 2 contracts
Sources: Indenture (WFS Financial 1997-a Owners Trust), Indenture (WFS Financial 1996-D Owner Trust)
Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the aggregate outstanding principal amount of the Notes, if by Act (as defined in Section 11.3 hereof) of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner 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 any Series Noteholders under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the due date of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, on any Note or reduce in any manner the principal amount thereof, the interest rate specified thereon or the Redemption Price redemption price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, thereto or change any place of payment where, where or the coin or currency in which, which any Note or the any interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the certain provisions of this the Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)regarding payment;
(iviii) reduce the percentage of the aggregate outstanding principal amount of the Notes, outstanding Notes the consent of the Holders holders of which is required for any such supplemental indenture supplement or amendment, or the consent of the Holders holders of which is required for any waiver of compliance with certain provisions of this the Indenture or of certain defaults hereunder thereunder and their consequences as provided for in this the Indenture;
(viv) modify or alter the provisions of this the Indenture regarding the voting of Notes held by the IssuerTrust, any other obligor on the Notes, the Seller or an Affiliate of the foregoingany of them;
(viv) reduce the percentage of the aggregate outstanding principal amount of the Notes, Notes the consent of the Holders holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 Contracts if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(viivi) modify any provision of this Section 13.2, except to increase any decrease the percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the aggregate principal amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenturerequired to amend the sections of the Indenture which specify the applicable percentage of aggregate principal amount of the Notes necessary to amend the Indenture or certain other related agreements; or
(ixvii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this the Indenture with respect to any part of the Trust Estate collateral for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this the Indenture, terminate the Lien of this the Indenture on any such collateral at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided afforded by the Lien of the Indenture.
(b) The Indenture Trustee may in its discretion determine whether or not any Notes would be affected (such that the consent of each would be required) by any supplemental indenture proposed pursuant to this Indenture; providedSection 9.2 and any such determination shall be conclusive upon the Holders of all Notes, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain whether authenticated and delivered thereunder before or loss for U.S. federal income tax purposes, unless after the date upon which such Noteholder’s consent is obtained as described abovesupplemental indenture becomes effective. The Indenture Trustee may, but shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. determination made in good faith.
(c) It shall not be necessary for any consent sufficient if an Act of Noteholders under this Section to approve approves the particular form substance, but not the form, of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. .
(d) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to each Holder of the Notes of all Series (or with respect Noteholders to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (Cit Group Securitization Corp Ii), Indenture (Cit Group Securitization Corp Ii)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the written consent of the Required Swap Counterparty and the Noteholders andof not less than a majority of the Outstanding Amount of the Notes, if by Act of such Noteholders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series Noteholders under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder Noteholder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest on(including any Noteholders' Interest Basis Carryover) on any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of, of or interest on, (including any Noteholders' Interest Basis Carryover) on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders Noteholders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viiv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each outstanding Outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest (including any Noteholders' Interest Basis Carryover) or principal due on any Note on any Quarterly Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Indenture Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive any Secured Party Noteholder of any Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Indenture Trustee may, but may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), Notes to which such amendment or supplemental indenture relates and to the Back-Up Servicer and Rating Agencies a notice setting forth in general terms the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (Usa Group Secondary Market Services Inc), Indenture (Usa Group Secondary Market Services Inc)
Supplemental Indentures with Consent of Noteholders. The With prior notice to each applicable Note Rating Agency and the consent of not less than 66‑2/3% in Outstanding Dollar Principal Amount of each class or tranche affected by such amendment of this Indenture or any Indenture Supplement by Act of said Holders delivered to the Issuer and the Indenture Trustee, when authorized by the Issuer and the Indenture Trustee, upon delivery of a Master Trust Tax Opinion and an Issuer OrderTax Opinion, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, may enter into one an amendment of this Indenture or more indenture supplements or amendments hereto such Indenture Supplement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes of any Series each such series, class or tranche under this IndentureIndenture or any Indenture Supplement; provided, however, that no such indenture supplement amendment or amendment shallIndenture Supplement will, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the scheduled payment date of any payment of interest on any installment of principal of or interest onNote, or change an Expected Principal Payment Date or Legal Maturity Date of any premium 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 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 Redemption Event or other optional or mandatory redemption of, any Note or reduce in any manner upon the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions acceleration of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payableits maturity;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiid) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the any payment of on any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Note;
(ive) reduce the percentage in Outstanding Dollar Principal Amount of the aggregate outstanding principal amount Outstanding Notes of the Notesany series, class or tranche, the consent of the whose Holders of which is required for any such indenture supplement or amendmentIndenture Supplement, or the consent of the whose Holders of which is required for any waiver of compliance with certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture;
(vf) modify or alter any of the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller Section 1002 or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2718, except to increase any percentage specified herein of Holders required to consent to any such amendment or to provide that certain additional other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiig) modify permit the creation of any lien or other encumbrance on the Collateral that secures any tranche of Notes that is prior to the lien in favor of the provisions Holders of this the Notes of such tranche;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture in such manner as to affect in any material respect Supplement;
(i) change the calculation method of computing the amount of any payment of principal of, or interest or principal due on on, any Note on any Payment Date date; or
(including j) make any other amendment not permitted by Section 1001. 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 calculation benefit of any one or more particular series, class or tranche of the individual components of such calculation)Notes, to alter the application of “Collections” or to affect which modifies the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to such series, class or on a parity with the Lien of this Indenture tranche with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) orsuch covenant or other provision, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder deemed not to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects affect the Trustee’s rights, duties or immunities rights under this Indenture of the Holders of Notes of any other series, class or otherwisetranche. It shall will not be necessary for any consent Act of Noteholders under this Section 1002 to approve the particular form of any proposed supplemental indentureamendment or Indenture Supplement, but it shall will be sufficient if such consent shall Act will approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 2 contracts
Sources: Indenture (BA Master Credit Card Trust II), Indenture (BA Master Credit Card Trust II)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);; 52 (2021-B Indenture)
(ivb) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the NotesNotes or the Controlling Class, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter (i) the provisions of this Indenture regarding the voting of Notes held by proviso as to the Issuer, the Seller or an Affiliate definition of the foregoingterm “Outstanding” or (ii) the definition of Controlling Class;
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes or the Controlling Class of Notes, the consent of the Holders of which is as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (Hyundai Auto Receivables Trust 2021-B), Indenture (Hyundai Auto Receivables Trust 2021-B)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to each Rating Agency, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s Insurer (including as successor Servicer) rights and/or obligations are materially unless an Insurer Default shall have occurred and adversely affected therebybe continuing), the Servicer or Swap Counterparty and with the Back-Up Servicerconsent of the Holders of not less than a majority of the Outstanding Amount of the Notes, as applicableby Act of such Holders delivered to the Issuer and the Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by second proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viiv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if 5.04 or amend the proceeds provisions of such sale would be insufficient this Article which specify the percentage of the Outstanding Amount of the Notes required to pay amend this Indenture or the principal amount and accrued but unpaid interest on the outstanding Notesother Basic Documents;
(viiv) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvi) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of lien created by this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien of lien created by this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien of lien created by this Indenture; provided, furtherand further provided that any such action will not, that no amendment will be permitted if it would cause any Noteholder as evidenced by an Opinion of Counsel satisfactory to recognize gain or loss for U.S. federal income tax purposesthe Trustee, unless such Noteholder’s consent is obtained as described aboveresult in the creation of a new security. The Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee parties hereto of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 2 contracts
Sources: Indenture (WFS Receivables Corp), Indenture (WFS Receivables Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies, with the consent of the Required Noteholders andSecurity Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, subject to the express rights of the Security Insurer under the Basic Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions provision of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iviii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.4;
(viivi) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; orherein;
(ixviii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated herein or in this Indentureany of the Basic Documents, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described aboveor
(ix) adversely affect the interests of the Security Insurer without its prior consent. The Trustee maymay determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy 63 73 substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Franklin Receivables LLC)
Supplemental Indentures with Consent of Noteholders. The Issuer --------------------------------------------------- and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and, with the written consent of the Note Insurer and unless otherwise provided in any Series Supplement, the Swap Counterparty and with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or Class Principal Balance of the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially Notes by Act of such Holders delivered to the Issuer and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, of the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of purchase or redemption, on or after the Purchase Date) or Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Class Principal Balance of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Noteholder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Class Principal Balance of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note following the exercise of the Note Purchase Option or a Collateral Purchase Option on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this IndentureDate; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise expressly permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; and provided, further, that no amendment will such action shall not, as evidenced by an opinion of counsel, cause the Issuer to be permitted if it would cause any Noteholder subject to recognize gain an entity level tax or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained be classified as described abovea taxable mortgage pool within the meaning of Section 7701(i) of the Code. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplementnotice setting forth in general terms the substance, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and With the Trusteeconsent (evidenced as provided in Article 6) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, when authorized by an Issuer Ordera resolution of its Board of Directors, also and the Trustee may, from time to time and unless otherwise provided in at any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicabletime, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes of any Series under this IndentureNotes; provided, however, that no such indenture supplement or amendment shallthat, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause holder affected, no such supplemental indenture shall (iii) below, the consent of each Secured Party):
(ia) change the date Stated Maturity of payment of the principal of, or any installment of interest on, any Note, (b) reduce the principal of amount of, or premium, if any, or interest on, any Note, (c) reduce any amount payable on redemption of the Notes or any premium payable upon the redemption of, any Note occurrence on an Event of Default or reduce in any manner the principal amount thereof, the interest rate thereon Change of Control Payment or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections onExcess Proceeds Offer Payment, or change the proceeds obligation of the sale ofIssuer to pay Additional Amounts, (d) change the Trust Estate to place or currency of payment of principal of, or premium, if any, or interest on, the Notesany Note, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiie) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the any payment of any such amount due on the Notes on or after the respective due dates thereof Stated Maturity (or, in the case of a redemption, on or after the Redemption Date);
) of any Note, (ivf) reduce the above-stated percentage of outstanding Notes the consent of whose holders is necessary to modify or amend the Indenture, (g) waive a default in the payment of principal of, premium, if any, or interest on the Notes, (h) reduce the percentage of the or aggregate outstanding principal amount of the Notes, outstanding Notes the consent of the Holders of which whose holders is required necessary for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this the Indenture or for waiver of certain defaults hereunder and their consequences provided for in this Indenture;
defaults, (vi) modify or alter change any provision of the Indenture affecting the terms, provisions or ranking of the Notes in a manner adverse to the holders of the Notes or (j) release the Issuer from any of its obligations under the Notes or the Indenture other than in accordance with the provisions of this Indenture regarding Indenture, or amend or modify any provision relating to such release. Upon the voting request of Notes held by the Issuer, accompanied by a copy of a resolution of the Seller Board of Directors certified by the Secretary or an Affiliate Assistant Secretary of the foregoing;
(vi) reduce Issuer, as applicable, authorizing the percentage execution of any such supplemental indenture, and upon the aggregate outstanding principal amount filing with the Trustee of the Notes, evidence of the consent of the Holders of which is Noteholders and other documents, if any, required to direct by Section 6.01 the Trustee to sell or liquidate shall join with the Trust Estate pursuant to Section 10.4 if Issuer in the proceeds execution of such sale would be insufficient to pay supplemental indenture unless such supplemental indenture affects the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2Trustee's own rights, except to increase any percentage specified herein duties or to provide that certain additional provisions of immunities under this Indenture cannot be modified or waived without otherwise, in which case the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture Trustee may in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee mayits discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section 7.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to the provisions of this Section, the Trustee Issuer shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplementnotice thereof by first-class mail, postage prepaid, to the Noteholders holders of Notes at their addresses as they shall appear on the registry books of the applicable Series)Issuer, setting forth in general terms the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Vitro Sa De Cv)
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Section 8.01) of the holders of not less than a majority in aggregate principal amount of the Notes of all series, or Tranches within a series, at the time outstanding affected by such supplemental indenture (voting as one class), the Company and the Trustee, when authorized by Trustee may from time to time and at any time enter into an Issuer Order, also may, and unless otherwise provided in any Series Supplement, with indenture or indentures supplemental hereto (which shall conform to the consent provisions of the Required Noteholders and, if Trust Indenture Act of 1939 as in force at the Servicer’s or date of the Back-Up Servicer’s (including as successor Servicerexecution thereof) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, enter into one or more indenture supplements or amendments hereto 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 supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes of any Series under this Indentureeach such series or Tranche within a series; provided, however, provided that no such supplemental indenture supplement shall (i) change the fixed maturity of any Notes, or amendment shallreduce the principal amount thereof or reduce the rate or extend the time of payment of any interest thereon, without the consent of the Required Noteholders and without the consent of the Holder holder of each outstanding Note affected thereby(and in the case of clause (iii) belowso affected, the consent of each Secured Party):
(i) change the date of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes payment on or after the respective due dates stated maturity thereof (or, in the case of redemptionredemption or repayment, on or after the Redemption Dateredemption or repayment date therefor);
, without the consent of the holder of each Note so affected or (iviii) reduce the aforesaid percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the percentage required for the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate holders pursuant to Section 10.4 if the proceeds of such sale would be insufficient Sections 6.01 and 6.06 to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2waive defaults, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder holder of each outstanding Note affected thereby;
(viii) modify any so affected. Upon the request of the provisions Company, accompanied either (i) by a Company Order or (ii) by a copy of a Board Resolution certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture adversely affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the Trustee may in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee mayits discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Company and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to the provisions of this Section, the Trustee Company shall mail to each Holder of give notice thereof in the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplementmanner provided in Section 1.02, to setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee Company so to mail give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and With the Trusteeconsent (evidenced as provided in Article 9 hereof) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Section 9.4 hereof), the Company, when authorized by an Issuer Order, also maythe resolutions of the Board of Directors, and unless otherwise provided in the Trustee may from time to time and at any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, time enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes of any Series under this IndentureNotes; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture supplement or amendment shall, without the consent of the Required holders of all Notes then outstanding:
(a) extend the fixed maturity of any Note, or
(b) reduce the rate or extend the time of payment of interest on any Note, or
(c) reduce the principal amount thereof or premium, if any, on any Note, or
(d) reduce any amount payable on redemption or repurchase of any Note, or
(e) impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Repurchase Event, or
(f) impair or adversely affect the right of any Noteholder to institute suit for the payment of his Note, or
(g) change the place where, or currency in which, the Notes are payable, or
(h) impair or change in any respect adverse to the Noteholders and the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6 hereof, or
(i) modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the Holder holder of each Note so affected,
(j) reduce the requirements of Section 10.3 hereof for quorum or voting or the percentage in principal amount of the outstanding Note affected thereby(and in the case Notes of clause (iii) belowany series, the consent of each Secured Party):
(i) change the date of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which whose holders is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which whose holder is required for any waiver of with respect to such series (or compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture;, or
(vk) modify or alter any of the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller Section 11.2 or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.27.7 hereof, except to increase any the required percentage specified herein to effect such action or to provide that certain additional other provisions of this Indenture cannot be modified or waived without the consent of the Holder holder of each outstanding Note affected thereby;
(viii) modify any . Upon the request of the provisions Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the Trustee may in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee maydiscretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Sources: Indenture (Ibasis Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 9 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the TrusteeCompany, when authorized by an Issuer Order, also maythe resolutions of the Board of Directors, and unless otherwise provided in the Trustee may from time to time and at any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, time enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes of any Series under this IndentureNotes; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party)::
(ia) reduce the percentage in aggregate principal amount of Notes the holders of which must consent to an amendment;
(b) reduce the rate, or extend the stated time for payment, of interest (including Additional Interest) on any Note;
(c) reduce the principal amount, or extend the Maturity Date, of any Note;
(d) change the date place or currency of payment of any installment of principal of or interest onin respect of any Note;
(e) make any change that adversely affects the conversion rights of any Notes;
(f) reduce the Fundamental Change Purchase Price, Redemption Price or any premium payable upon the redemption of, Put Right Purchase Price of any Note or reduce amend or modify in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating adverse to the application of Collections on, or the proceeds holders of the sale ofNotes the Company's obligation to make such payments, whether through an amendment or waiver of provisions in the Trust Estate covenants, definitions or otherwise;
(g) impair the right of any holder to receive payment of principal of, or and interest (including Additional Interest) on, such holder's Notes on or after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of any payment on or with respect to such holder's Note;
(h) make any change in the provisions of this Indenture requiring Article 11 that require each holder's consent or in the application of funds available therefor, as provided waiver provisions in Article 9, Section 7.01 and Section 7.07; or
(i) change the Company's obligation to the payment of any such amount due on the Notes on or after the respective due dates thereof (orpay Additional Amounts, in the each case of redemption, on or after the Redemption Date);
(iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder each holder of each an outstanding Note affected thereby;
(viii) modify any affected. Upon the written request of the provisions Company, accompanied by a copy of the Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the Trustee may in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee mayits discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or After an amendment to under this Base Indenture or any Series Supplement pursuant to this Sectionbecomes effective, the Trustee Company shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of holders a Series Supplement, to the Noteholders of the applicable Series)notice briefly describing such amendment. However, the Back-Up Servicer and failure to give such notice to all the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenture or the amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The With prior notice to each applicable Note Rating Agency and the consent of not less than 50% in Outstanding Principal Amount of each series of notes affected by such amendment of this Indenture or any Indenture Supplement or any supplemental Indenture hereto or thereto, by Act of said Holders delivered to the Issuer and the Indenture Trustee, when authorized by an the Issuer Orderand the Indenture Trustee, also may, and unless otherwise provided in any Series Supplement, with the consent upon delivery of the Required Noteholders andTax Opinions, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, may enter into one an amendment of this Indenture or more indenture supplements or amendments hereto such Indenture Supplement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes of any Series each such series or class under this IndentureIndenture or any Indenture Supplement; providedPROVIDED, howeverHOWEVER, that no such indenture supplement amendment or amendment shallsupplemental Indenture will, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date scheduled Transfer Date of any payment of interest on any installment of principal of or interest onNote, or change an Expected Principal Payment Date or Legal Final Maturity Date of any premium Note;
(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding 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 Redemption Event or other optional or mandatory redemption of, any Note or reduce in any manner upon the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions acceleration of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payableits maturity;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiid) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the any payment of on any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Note;
(ive) reduce the percentage in Outstanding Principal Amount of the aggregate outstanding principal amount Outstanding Notes of the Notesany series or class, the consent of the whose Holders of which is required for any such indenture supplement or amendmentIndenture Supplement, or the consent of the whose Holders of which is required for any waiver of compliance with certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture;
(vf) modify or alter any of the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller Section or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2SECTION 7.15, except to increase any percentage specified herein of Holders required to consent to any such amendment or to provide that certain additional other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiig) modify permit the creation of any lien or other encumbrance on the Collateral that secures any class of Notes that is prior to the lien in favor of the provisions Holders of this the Notes of such class;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture in such manner as to affect in any material respect Supplement;
(i) change the calculation method of computing the amount of any payment of principal of, or interest or principal due on on, any Note on any Payment Date date; or
(including 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 calculation benefit of any one or more particular series or class of the individual components of such calculation)Notes, to alter the application of “Collections” or to affect which modifies the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to such series or on a parity with the Lien of this Indenture class with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) orsuch covenant or other provision, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder deemed not to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects affect the Trustee’s rights, duties or immunities rights under this Indenture of the Holders of Notes of any other series or otherwiseclass. It shall will not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed amendment or supplemental indentureIndenture, but it shall will be sufficient if such consent shall Act will approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSECTION 10.02 is complete, the Indenture Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, provide written notice to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Sources: Indenture (Navistar Financial Dealer Note Master Trust)
Supplemental Indentures with Consent of Noteholders. The --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies and, (with the written consent of the Credit Enhancer and) with the consent of the Required Noteholders andHolders of not less than a majority of the Security Balances of each Class of Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Holder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; and provided, further, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be permitted if it would cause any Noteholder subject to recognize gain an entity level tax or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained be classified as described abovea taxable mortgage pool within the meaning of Section 7701(i) of the Code. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Provident Bank)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies and, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Note Principal Balance of each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate and to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Note Principal Balances of the Notes, or any Class of Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Holder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Note Principal Balances of the Notes, the consent or any Class of the Holders of which is Notes, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04 hereof;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; providedand PROVIDED, furtherFURTHER, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (if 100% of the Certificates are not owned by AHM SPV III, LLC) to be permitted if it would cause any Noteholder subject to recognize gain or loss an entity level tax for U.S. federal income tax purposes, unless . Any such Noteholder’s consent is obtained as described above. The Trustee may, but action shall not be obligated to, enter into adversely affect in any material respect the interest of any Holder (other than a Holder who shall consent to such amendment or supplement that affects supplemental indenture) as evidenced by an Opinion of Counsel (provided by the Person requesting such supplemental indenture) delivered to the Indenture Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (American Home Mortgage Investment Trust 2004-2)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Majority Noteholders, by Act of such Noteholders and, if delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series Noteholder under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note Noteholder affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount balance thereof, the interest rate thereon or the Redemption Termination Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate Collateral to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9ARTICLE V hereof, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding principal amount of the NotesPercentage Interest, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, upon satisfaction of the Rating Agency Condition and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if Holders of at least 66-2/3% of the Servicer’s or Outstanding Amount of the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and Notes of each adversely affected therebySeries of Notes, by Act of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments supplemental indentures hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series such Noteholders under this Indenture; provided, however, however that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the due date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate specified thereon or the Redemption Price redemption price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, thereto or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiib) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivc) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, Notes of any Series outstanding the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vid) reduce the percentage of the aggregate outstanding principal amount of the any Notes, the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 Collateral if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding NotesNotes of such Series;
(viie) modify any provision decrease the percentage of this Section 13.2, except the aggregate principal amount of the Notes required to increase any percentage specified herein or to provide that certain additional provisions amend the sections of this Indenture cannot be modified or waived without which specify the consent applicable percentage of the Holder aggregate principal amount of each outstanding Note affected therebythe Notes of such Series necessary to amend the Indenture or any Transaction Documents which require such consent;
(viiif) modify any of or alter the provisions of this Indenture in such manner as to affect in any material respect prohibiting the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders voting of Notes to held by the benefit of Trust, any provisions for other obligor on the mandatory redemption of the Notes contained in this IndentureNotes, a Seller or any affiliate thereof; or
(ixg) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate Collateral for the any Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral Collateral at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of a Series Supplement, to relates written notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies, the Servicer and unless otherwise provided in any Series Supplement, the Backup Servicer (if adversely affected thereby) and with the consent of the Required Noteholders and, Class A-2 Agent (if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, ) and the Servicer or the Back-Up Servicer, as applicableMajority Noteholders (if adversely affected thereby) by Act of such Holders, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that (x) the Issuer shall only enter into an indenture supplemental hereunder in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof, and (y) no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of (1) the Holder of each outstanding Note adversely affected thereby(and in thereby and (2) the case of clause Class A-2 Agent (iii) below, the consent of each Secured Partyif adversely affected thereby):
(i) change the Stated Maturity or the due date of any payment of any installment of principal of or interest onon or Class A-2 Commitment Fee, or as applicable on any premium payable upon Note, reduce the redemption of, principal amount of any Note or reduce in any manner the principal amount thereofrate of interest, the interest rate thereon or the Class A-2 Commitment Fee or the portion of any of the Refinancing Price, Redemption Price with respect theretoor of the Repurchase Price payable to the Holders of the Offered Notes and the Class E Notes, modify change the earliest date on which any Note may be redeemed, change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of any Loan Assets to the sale of, the Trust Estate to payment of principal ofprincipal, interest, Class A-2 Commitment Fee, Class A-2 Increased Costs, Class A-2 Breakage Costs or interest onof distributions pursuant to the Sale and Servicing Agreement, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is principal thereof, or interest, Class A-2 Commitment Fee, Class A-2 Increased Costs, or Class A-2 Breakage Costs are payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof Stated Maturity (or, in the case of redemptionrepurchase, on or after the Redemption applicable Repurchase Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Principal Balance of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Sources: Indenture (NewStar Financial, Inc.)
Supplemental Indentures with Consent of Noteholders. The Issuer and With the Trusteeconsent (evidenced as provided in Article Seven) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding of the Series affected by such supplemental indenture (treated as one class), the Company, when authorized by an Issuer Ordera resolution of its Board of Directors, also the Trustee and the Collateral Agent, may, from time to time and unless otherwise provided in at any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicabletime, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 supplemental indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this IndentureNotes; provided, however, that no such supplemental indenture supplement shall (a) extend the final maturity of any Note, or amendment shallreduce the principal amount thereof or any premium thereon, without or reduce the consent rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof, or impair or affect the Required Noteholders and right of any Noteholder to institute suit for payment thereof without the consent of the Holder of each outstanding Note affected thereby(and so affected, or waive a default in the case payment of clause the principal of or interest (iiiincluding any Additional Amounts in respect thereof) belowon any Note, the consent of each Secured Party):
(i) or change the date stated maturity of the principal of or any installment of interest on any such Note; reduce the principal amount of or the rate of interest on any such Note or change the obligation of the Company to pay Additional Amounts with respect to such Note; change the currency of payment of any installment of principal of or interest on, or on any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) such Note; impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes payment on or after with respect to any such Note; or modify the respective due dates thereof obligation of the Company to maintain an office or agency outside the United States for the purposes specified herein or (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the aforesaid percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or without the consent of the Holders of which is required for each Note so affected. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors certified by the secretary or an assistant secretary of the Company authorizing the execution of any waiver such supplemental indenture, and upon the filing with the Trustee as aforesaid and other documents, if any, evidencing the action taken pursuant to Section 7.1, the Trustee and the Collateral Agent shall join with the Company in the execution of compliance with certain provisions of such supplemental indenture unless such supplemental indenture affects such Trustee's or the Collateral Agent's own rights, duties or immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture;
(v) modify which case such Trustee or alter the provisions of this Indenture regarding the voting of Notes held by the IssuerCollateral Agent, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notesrespectively, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture may in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee mayits discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Company, the Trustee and the Trustee Collateral Agent of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to the provisions of this Section, the Trustee Company shall mail give notice in the manner and to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, extent provided in Section 10.4 to the Noteholders of affected thereby, setting forth in general terms the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee Company to mail provide such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Kellogg Co)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also also--- ------------------------------------------------ may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of (i) the Required Noteholders andNote Insurer and (ii) of the Holders of not less than a majority of the Outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viiv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Indenture Trustee maymay in its discretion or at the advice of counsel determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The With prior notice to each applicable Rating Agency and the consent of not less than 66 2/3% in Outstanding Dollar Principal Amount of each Class or Classes affected by such amendment of this Indenture or any Indenture Supplement or any supplemental indenture hereto or thereto by Act of said Holders delivered to the Issuer and the Indenture Trustee, when authorized by the Issuer and the Indenture Trustee, upon delivery of an Issuer OrderTax Opinion, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, may enter into one an amendment of this Indenture or more indenture supplements or amendments hereto such Indenture Supplement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes of any each such Series or Class under this IndentureIndenture or any Indenture Supplement; provided, however, that no such amendment or supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment Interest Payment Date on any Note, or change a Scheduled Final Payment Date or Legal Final Maturity Date of any installment of principal of or interest onNote;
(b) reduce the Stated Principal Amount of, or the interest rate on any premium Note, or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Collateral Amount in a manner that is adverse to the Holder of any Note;
(c) reduce the amount of a Discount Note or Indexed Note payable upon the redemption of, any Note occurrence of an Early Amortization Event or reduce in any manner the principal amount thereof, the interest rate thereon other optional or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption or upon the acceleration of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.its Legal Final Maturity Date;
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the NotesNotes or the Controlling Class, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;; 52 (2013-A Indenture)
(vc) modify or alter (i) the provisions of this Indenture regarding the voting of Notes held by proviso as to the Issuer, the Seller or an Affiliate definition of the foregoingterm “Outstanding” or (ii) the definition of Controlling Class;
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes or the Controlling Class of Notes, the consent of the Holders of which is as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior consent of the Rating Agencies, the Note Insurer and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Voting Interests of the Outstanding Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in thereby and the case of clause (iii) below, the consent of each Secured Party):Note Insurer if affected thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon reduce the redemption of, any Note Principal Amount (or reduce in any manner the principal amount Notional Amount) thereof, the interest rate Interest Rate thereon or the Redemption Termination Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate Collateral to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V hereof, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding principal amount Voting Interests of the Outstanding Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definitions of the foregoingterm "Outstanding" or "Voting Interests";
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Sources: Indenture (Ace Securities Corp Home Loan Trust 1999 a Asset Backed Note)
Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Paying Agent and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the written consent of the Required Enhancer and the Noteholders and, if of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Note Balance affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Servicer or Issuer, the Back-Up Servicer, as applicablePaying Agent and the Indenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series Noteholders under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder Noteholder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivb) reduce the percentage of the aggregate outstanding principal amount of the NotesNote Balance, the consent of the Holders Noteholders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Noteholder";
(vid) reduce the percentage of the aggregate outstanding principal amount Note Balance of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Noteholder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be permitted if it subject to an entity level tax. Either the Paying Agent or the Indenture Trustee may in its discretion or at the advice of counsel determine whether or not any Notes would cause be affected by any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into supplemental indenture and any such amendment determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or supplement that affects thereafter authenticated and delivered hereunder. Neither the Trustee’s rights, duties or immunities under this Paying Agent nor the Indenture or otherwiseTrustee shall be liable for any such determination made in good faith. It shall not be necessary for any consent Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Issuer, the Paying Agent and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Trustee Paying Agent shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee Paying Agent to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Wachovia Asset Securitization Inc 2003-He2 Trust)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Security Balances of the Notes affected thereby and the Credit Enhancer, if by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Security Balances of the any Class of Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
; (viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoing;
(vi) reduce term "Outstanding" or modify or alter the percentage exception in the definition of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notesterm "Noteholder";
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and With the Trusteeconsent (evidenced as provided in Article IX) of the holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article IX), the Company, when authorized by an Issuer Orderthe resolutions of the Board of Directors, also and the Trustee may, at the Company's expense, from time to time and unless otherwise provided in at any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, time enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes of any Series under this IndentureNotes; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture supplement shall (i) extend the fixed maturity of any Note, or amendment shallreduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or premium, if any, thereon, or reduce any amount payable on redemption or repurchase thereof, impair, or change in any respect adverse to the holder of Notes, the obligation of the Company to repurchase any Note at the option of the holder upon the happening of a Fundamental Change, or impair or adversely affect the right of any Noteholder to institute suit for the payment thereof, or change the currency in which the Notes are payable, or impair or change in any respect adverse to the Noteholders the right to convert the Notes into Common Stock subject to the terms set forth herein, including Section 15.6, or modify the provisions of this Indenture with respect to the subordination of the Notes in a manner adverse to the Noteholders, without the consent of the Required Noteholders and holder of each Note so affected, or (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such supplemental indenture, without the consent of the Holder holders of each outstanding Note affected thereby(and in all Notes then outstanding. Upon the case written request of clause (iii) belowthe Company, accompanied by a copy of the Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of each Secured Party):
(i) change the date of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereofNoteholders as aforesaid, the interest rate thereon or Trustee shall join with the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, Company in the case execution of redemptionsuch supplemental indenture unless such supplemental indenture affects the Trustee's own rights, on duties or after the Redemption Date);
(iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of immunities under this Indenture or certain defaults hereunder and their consequences provided for otherwise, in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct case the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture may in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee mayits discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section 11.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Sources: Indenture (Sepracor Inc /De/)
Supplemental Indentures with Consent of Noteholders. The Issuer 107
(a) With the consent of the Note Insurer, the Swap Counterparty (so long as the Class A-3 Notes are Outstanding and to the extent adversely affected thereby) and each Noteholder affected thereby and written confirmation from the Rating Agencies that the ratings then assigned to the Class A Notes will not be downgraded, the Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, may enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series Noteholders under this Indenture; provided, however, that no such indenture supplement or amendment shall, without Indenture for the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):following purposes:
(i) change the Final Scheduled Payment Date of the principal of any Note, or the due date of any payment of interest on any installment of principal of or interest onNote, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, or the interest rate thereon or thereon, change the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, which any Note or the any interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount interest due on the Notes any Note on or after the respective due dates date thereof (or, in or for the case enforcement of redemption, the payment of the entire remaining unpaid principal amount of any Note on or after the Redemption Date)maturity date thereof or change any provision of Article VI hereof;
(ivii) reduce the percentage Outstanding Principal Balance of the aggregate outstanding principal amount Outstanding Notes of the Notesany Class, the consent of the Holders Noteholders of which is required for to approve any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults Events of Servicing Default hereunder or under the Servicing Agreement and their consequences provided for in this IndentureIndenture or for any other purpose hereunder;
(viii) modify any of the provisions of Sections 10.01 or 10.02;
(iv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureterm "Outstanding"; or
(ixv) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture other lien with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted Property or contemplated in this Indenture, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or or, except with respect to any action which would not have a material adverse effect on any Noteholder (as evidenced by an Opinion of Counsel to such effect), deprive any Secured Party the Noteholder of the security provided afforded by the Lien lien of this Indenture.
(b) With the consent of the Note Insurer and the Class B Noteholders constituting a majority of the Class B Notes by principal balance then Outstanding, the Owner Trustee and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form and substance satisfactory to the Indenture Trustee and the Rating Agencies for the purpose of modifying, eliminating or adding to the provisions of this Indenture; provided, further, provided that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but supplemental indentures shall not be obligated to, enter into have any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. effects described in paragraphs (i) through (v) of Section 10.02
(a) of this Indenture.
(c) Promptly after the execution by the Issuer Owner Trustee and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 10.02, the Indenture Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series SupplementNote Insurer, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer Rating Agencies a copy of such supplemental indenture or amendmentindenture. 108 Any failure of the Indenture Trustee to mail such notice, or any defect therein, copy shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Capital One Auto Receivables Trust 2001-B)
Supplemental Indentures with Consent of Noteholders. The Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer OrderIssuing Entity Request, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies and, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Note Balance of each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Servicer or Issuing Entity and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Note Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Holder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Note Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04 hereof;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Operative Agreements cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, Any such action shall not (as evidenced by either (i) an Opinion of Counsel delivered to the Servicer and the Indenture Trustee or (ii) confirmation from the Rating Agencies that no such amendment will be permitted if it would cause not result in the reduction or withdrawal of the rating of any Noteholder Class of Notes) adversely affect in any material respect the interest of any Holder (other than a Holder who shall consent to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture). It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Notwithstanding any provision of this Indenture to the contrary, the Indenture Trustee shall not consent to any supplemental indenture pursuant to Section 9.01 or amendmentSection 9.02 unless it shall have first received an Opinion of Counsel, delivered by (and at the expense of) the Person seeking such supplemental indenture, to the effect that such supplemental indenture will not result in the imposition of a tax on any REMIC created hereunder pursuant to the REMIC Provisions or cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding and that the supplemental indenture is being made in accordance with the terms hereof and that all conditions precedent to the execution of such supplemental indenture in accordance with the relevant provisions of this Article IX have been met.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andof not less than a majority of the Outstanding Amount of the Notes, if by Act of such Noteholders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series Noteholders under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder Noteholder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest on(including any Note Interest Carryover) on any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of, of or interest on, (including any Note Interest Carryover) on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders Noteholders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viiv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Indenture Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.4;
(viiv) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each outstanding Outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest (including any Note Interest Carryover) or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes Noteholders to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Indenture Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive any Secured Party Noteholder of any Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (SLM Funding Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Note Insurer (unless otherwise provided in any Series Supplementan Insurer Default shall have occurred and be continuing) or, if an Insurer Default shall have occurred and be continuing, with the consent of a Note Majority, by Act of such Holders delivered to the Required Noteholders and, if Issuer and the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such if any party to this Indenture is unable to sign any supplemental indenture supplement due to its dissolution, winding up or amendment shallcomparable circumstances, without then the consent of the Required Noteholders Note Insurer (unless an Insurer Default shall have occurred and be continuing) or, if an Insurer Default shall have occurred and be continuing, the consent of a Note Majority shall be sufficient to amend this Indenture without such party's signature; provided, further however, that, subject to the express rights of the Note Insurer under the Basic Documents and notwithstanding Section 11.20, no such supplemental indenture shall, without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions provision of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iviii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.4;
(viivi) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or as to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixviii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated herein or in this Indentureany of the Basic Documents, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.supplemental
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer Issuer, the Paying Agent and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the written consent of the Required Enhancer and the Noteholders and, if of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Note Balance affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Servicer or Issuer, the Back-Up Servicer, as applicablePaying Agent and the Indenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series Noteholders under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder Noteholder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivb) reduce the percentage of the aggregate outstanding principal amount of the NotesNote Balance, the consent of the Holders Noteholders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Noteholder";
(vid) reduce the percentage of the aggregate outstanding principal amount Note Balance of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Noteholder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be permitted if it subject to an entity level tax. Either the Paying Agent or the Indenture Trustee may in its discretion or at the advice of counsel determine whether or not any Notes would cause be affected by any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into supplemental indenture and any such amendment determination shall be conclusive upon the Noteholders of all Notes, whether theretofore or supplement that affects thereafter authenticated and delivered hereunder. Neither the Trustee’s rights, duties or immunities under this Indenture or otherwiseTrustee nor the Paying Agent shall be liable for any such determination made in good faith. It shall not be necessary for any consent Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Issuer, the Paying Agent and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Trustee Paying Agent shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee Paying Agent to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, enter into one or more indenture supplements or amendments hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and thereby (and in the case of clause (iii) below, the consent of each Secured Party):
(i) change the date of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” Collections or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies, with the consent of the Required Noteholders andInsurer and with the consent of the Holders of not less than a majority of the Outstanding Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Operative Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions provision of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iviii) reduce the percentage of the aggregate outstanding principal amount of the Outstanding Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is Outstanding Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes12.1;
(viivi) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Operative Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixviii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated herein or in this Indentureany of the Operative Documents, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Indenture Trustee maymay determine whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel to that effect and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Advanta Revolving Home Equity Loan Trust 1998-A)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies and, [with the written consent of the Credit Enhancer and] with the consent of the Required Noteholders andHolders of not less than a majority of the Security Balances of each Class of Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; providedPROVIDED, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Holder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; providedand PROVIDED, furtherFURTHER, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be permitted if it would cause any Noteholder subject to recognize gain an entity level tax or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained be classified as described abovea taxable mortgage pool within the meaning of Section 7701(i) of the Code. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer Co-Issuers, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee, when authorized by an Issuer OrderOrder executed by each of the Co-Issuers, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the aggregate unpaid principal amount of the Outstanding Notes, if by Act of such Holders delivered to the Servicer’s or the BackCo-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected therebyIssuers, the Servicer or Paying Agent, the Back-Up Servicer, as applicableNote Registrar and the Indenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series Noteholders under this Indenture; provided, however, that the Co-Issuers shall have delivered to the Indenture Trustee and the Paying Agent a Tax Opinion, dated the date of any such action, addressing such action; and provided, further, that, notwithstanding anything to the contrary contained herein, including, without limitation, Section 9.01, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate Interest Rate specified thereon or the Redemption Price redemption price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, all or any portion of the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) payable or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding unpaid principal amount of the all Outstanding Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain the provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vic) reduce the percentage of the aggregate outstanding unpaid principal amount of the any Outstanding Notes, the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiid) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; orherein;
(ixe) modify or alter the provisions of this Indenture prohibiting the voting of Notes held by the Co-Issuers or by any other obligor on the Notes;
(f) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien of this Indenture on any such collateral at any time subject hereto part of the Trust Estate or deprive the Holder of any Secured Party Note of the security provided by the Lien of this Indenture;
(g) modify or alter any provisions (including any relevant definitions) relating to the pro rata treatment of payments to any Class of Notes; providedor
(h) (w) reduce the Required Overcollateralization Amount or change the manner in which the Adjusted Loan Principal Balance is calculated or structured, further(x) modify the definition of “First Priority Principal Payment”, that no amendment will be permitted if it would cause “Second Priority Principal Payment”, “Third Priority Principal Payment”, “Fourth Priority Principal Payment”, “Fifth Priority Principal Payment”, “Regular Principal Distribution Amount”, “Advance Reserve Account Shortfall Amount” or “Event of Default” (or any Noteholder to recognize gain or loss for U.S. federal income tax purposesdefined term used therein), unless such Noteholder’s consent is obtained as described above. The Trustee may(x) modify the provisions of this Section 9.02, but shall not be obligated to, enter into any such amendment (y) amend or supplement that affects Section 8.03 hereof with respect to the Trustee’s rights, duties provisions of permitting monthly deposits of Collections by the Servicer or immunities under this Section 8.05 hereof with respect to the provisions permitting the release of Loans from the lien of the Indenture or otherwise(z) amend or supplement Section 8.06 hereof with respect to the priority and distribution of Available Funds. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Co-Issuers, the Servicer, the Paying Agent, the Note Registrar and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of a Series Supplement, to relates written notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Springleaf Finance Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the NotesNotes or the Controlling Class, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter (i) the provisions of this Indenture regarding the voting of Notes held by proviso as to the Issuer, the Seller or an Affiliate definition of the foregoingterm “Outstanding” or (ii) the definition of Controlling Class;
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes or the Controlling Class of Notes, the consent of the Holders of which is as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any 57 (2014-B Indenture) Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Security Balances of the Notes affected thereby and the Credit Enhancer, if by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Security Balances of the any Class of Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Noteholder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; and provided, further, that no amendment will any action listed in clauses (i) through (vii) above shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be permitted if it would subject to an entity level tax or cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described abovean Adverse REMIC Event. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture indenture. So long as there does not exist a failure by the Credit Enhancer to make a required payment under the Group I Policy or amendmentthe Group II Policy, the Credit Enhancer shall have the right to exercise all rights of the Holders of the Notes under this Indenture without any consent of such Holders, and such Holders may exercise such rights only with the prior written consent of the Credit Enhancer, except as provided herein.
Appears in 1 contract
Sources: Indenture (Residential Funding Mortgage Securities Ii Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to each Rating Agency, with the consent of the Required Noteholders andInsurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by second proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viiv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if 5.04 or amend 58 65 the proceeds provisions of such sale would be insufficient this Article which specify the percentage of the Outstanding Amount of the Notes required to pay amend this Indenture or the principal amount and accrued but unpaid interest on the outstanding Notesother Basic Documents;
(viiv) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvi) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of lien created by this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien of lien created by this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien of lien created by this Indenture; provided, furtherand further provided that any such action will not, that no amendment will be permitted if it would cause any Noteholder as evidenced by an Opinion of Counsel satisfactory to recognize gain or loss for U.S. federal income tax purposesthe Trustee, unless such Noteholder’s consent is obtained as described aboveresult in the creation of a new security. The Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee parties hereto of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Note Insurer (unless otherwise provided in any Series Supplementan Insurer Default shall have occurred and be continuing) or, if an Insurer Default shall have occurred and be continuing, with the consent of a Note Majority, by Act of such Holders delivered to the Required Noteholders and, if Issuer and the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such if any party to this Indenture is unable to sign any supplemental indenture supplement due to its dissolution, winding up or amendment shallcomparable circumstances, without then the consent of the Required Noteholders Note Insurer (unless an Insurer Default shall have occurred and be continuing) or, if an Insurer Default shall have occurred and be continuing, the consent of a Note Majority shall be sufficient to amend this Indenture without such party's signature; provided, further however, that, subject to the express rights of the Note Insurer under the Basic Documents and notwithstanding Section 11.20, no such supplemental indenture shall, without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions provision of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds proceds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iviii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.4;
(viivi) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or as to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixviii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated herein or in this Indentureany of the Basic Documents, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and With the Trusteeconsent (evidenced as provided in ARTICLE 6 hereof) of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding, the Company, when authorized by an Issuer Ordera resolution of its Board of Directors, also and the Trustee may, from time to time and unless otherwise provided in at any Series Supplementtime, with the consent of the Required Noteholders andmodify this Indenture, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected therebyany indentures supplemental hereto, the Servicer Notes or the Back-Up Servicer, as applicable, enter into one or more indenture supplements or amendments hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; providedNotes, however, PROVIDED that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause shall (iii) below, the consent of each Secured Party):
(ia) change the date Stated Maturity of payment of the principal of, or any installment of principal of or interest on, or any premium payable upon the redemption ofNote, any Note or reduce in any manner the principal amount thereof, or reduce the rate or extend the time of payment of interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections onthereon, or reduce any amount payable on redemption thereof or impair or affect the proceeds right of any Noteholder to institute suit for the sale of, payment thereof or change the Trust Estate to place or currency of payment of principal of, or interest on, any Note, in each case without the Notesconsent of the Holder of each Note so affected, or change any place of payment where, or (b) without the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement consent of the provisions Holders of this Indenture requiring the application of funds available thereforall Notes then Outstanding, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivi) reduce the aforesaid percentage of the aggregate outstanding principal amount of the Notes, Notes the consent of the Holders of which is required for any such indenture supplement or amendmentmodification, or the percentage of Notes the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
, (vii) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate change any obligation of the foregoing;
Company to maintain an office or agency in the places and for the purposes specified in SECTION 2.3 or (viiii) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell make any change in SECTION 4.9 or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2SECTION 7.2, except to increase any percentage specified herein percentages or to provide that certain additional other provisions of this Indenture cannot be modified or waived without the consent of the Holder Holders of each outstanding Outstanding Note affected thereby;
(viii) modify any . Upon the request of the provisions Company, accompanied by a copy of a resolution of the Board of Directors certified by the Secretary or an Assistant Secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders and other documents, if any, required by SECTION 6.1 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties, indemnities or immunities under this Indenture or otherwise, in such manner as to affect which case the Trustee may in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee mayits discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section SECTION 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Company and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to the provisions of this SectionSECTION 7.2, the Trustee Company shall mail a notice thereof by first class mail to each Holder the Holders of Notes at their addresses as they shall appear on the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series SupplementRegister, to setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Edison Mission Energy)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or 52 (2006-A Indenture) after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the NotesNotes or the Controlling Class, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter (i) the provisions of this Indenture regarding the voting of Notes held by proviso as to the Issuer, the Seller or an Affiliate definition of the foregoingterm “Outstanding” or (ii) the definition of Controlling Class;
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes or the Controlling Class of Notes, the consent of the Holders of which is as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if Holders of not less than 66 2/3% of the Servicer’s or Outstanding Amount of the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and Notes of each adversely affected therebySeries of Notes, by Act of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series such Noteholders under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the due date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate specified thereon or the Redemption Price redemption price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, thereto or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiib) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivc) reduce the percentage which constitutes a majority of the aggregate outstanding principal amount Outstanding Amount of the Notes, Notes of any Series outstanding the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the any Notes, the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 Collateral if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding NotesNotes of such Series;
(viie) modify any provision decrease the percentage of this Section 13.2, except the Outstanding Amount of the Notes required to increase any percentage specified herein or to provide that certain additional provisions amend the sections of this Indenture cannot be modified or waived without which specify the consent applicable percentage of the Holder aggregate principal amount of each outstanding Note affected therebythe Notes of such Series necessary to amend the Indenture or any Transaction Documents which require such consent;
(viiif) modify any of or alter the provisions of this Indenture in such manner as to affect in any material respect regarding the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders voting of Notes to held by the benefit of Trust, any provisions for other obligor on the mandatory redemption of the Notes contained in this IndentureNotes, a Seller or any affiliate thereof; or
(ixg) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate Collateral for the any Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral Collateral at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Supplement Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an amendment or which such supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer relates a copy of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such noticesupplemental indenture, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Notwithstanding anything to the contrary in this Section 10.02, no supplemental indenture or amendmentmodification or amendment to this Indenture which has the effect of (i) materially increasing the obligations or duties of the Servicer hereunder, (ii) materially decreasing the compensation or rights of the Servicer hereunder, or (iii) materially and adversely effecting the Servicer shall become effective without prior consent of the Servicer.
Appears in 1 contract
Sources: Master Indenture (Household Affinity Funding Corp Iii)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the NotesNotes or the Controlling Class, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter (i) the provisions of this Indenture regarding the voting of Notes held by proviso as to the Issuer, the Seller or an Affiliate definition of the foregoingterm “Outstanding” or (ii) the definition of Controlling Class;
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes or the Controlling Class of Notes, the consent of the Holders of which is as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.indenture. 57 (2015-A Indenture)
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Certificateholders’, the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Required Certificateholders, the Servicer or the Back-Up Servicer, as applicable, enter into one or more indenture supplements or amendments hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and thereby (and in the case of clause (iii) below, the consent of each Secured Party):
(i) change the date of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” Collections or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder or Certificateholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s or Certificateholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders or Certificateholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders or Certificateholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The With the consent of the Holders of not less than a majority in principal amount of the Notes then Outstanding affected by such supplemental or amendatory indenture, by Act of such Holders delivered to the Issuer and the Trustee, the Issuer, when authorized by an Issuer Ordera resolution of its Board of Directors, also and the Trustee may, subject to the provisions of Sections 11.6 and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable11.7, enter into one an indenture or more indenture supplements indentures supplemental hereto or amendments hereto in amendment hereof 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 modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or any amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby,
(i1) change the date stated maturity of payment of the principal of, or any installment of principal of or interest on, any Note, or reduce the principal amount thereof or the interest thereon or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note Note, or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes payment on or after the respective due dates stated maturity thereof (or, in the case of redemption, on or after the Redemption Dateredemption date);; or
(iv2) reduce the percentage of the aggregate outstanding in principal amount of the Notes, Outstanding Notes the consent of the whose Holders of which is required for any such supplemental indenture supplement or amendment, or the consent of the whose Holders of which is required for any waiver provided for in this Indenture of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;consequences; or
(v3) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoing;term "Outstanding"; or
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii4) modify any provision of the provisions of this Section 13.2or Section 9.13, except to increase any percentage specified herein provided thereby or to provide that certain additional other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix5) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, any part thereof or terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided afforded by the Lien lien of this Indenture; or
(6) release any rights under the Letter of Credit; provided, furtherhowever, that no amendment consent of the Noteholders will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary required for any consent extension of Noteholders under this Section to approve the particular form term of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly Letter of Credit by the Note Owner Credit Obligor, or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing for the authorization of the execution thereof acceptance by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, a Substitute Letter of Credit and the Trustee shall mail to each Holder concomitant release of the Notes then Existing Letter of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such noticeCredit as provided in Section 3.10, or any defect thereinamendment to the Letter of Credit which is provided for, shall notand contemplated by, however, in any way impair or affect the validity of any such supplemental indenture or amendmentthis Indenture.
Appears in 1 contract
Sources: Trust Indenture (La Man Corporation)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Credit Enhancer and the Noteholders and, if of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Note Balances of each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series Noteholders under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder Noteholder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivb) reduce the percentage of the aggregate outstanding principal amount Note Balances of the any Class of Notes, the consent of the Holders Noteholders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoing;
(vi) reduce term "Outstanding" or modify or alter the percentage exception in the definition of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notesterm "Noteholder";
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies, the Servicer and unless otherwise provided in any Series Supplement, the Backup Servicer (if adversely affected thereby) and with the consent of the Required Noteholders and, Class A-2 Agent (if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, ) and the Servicer or the Back-Up Servicer, as applicableMajority Noteholders (if adversely affected thereby) by Act of such Holders, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that (x) the Issuer shall only enter into an indenture supplemental hereunder in compliance with Section 4.01(c) of the Trust Agreement and Section 9.06 hereof, and (y) no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of (1) the Holder of each outstanding Note adversely affected thereby(and in thereby and (2) the case of clause Class A-2 Agent (iii) below, the consent of each Secured Partyif adversely affected thereby):
(i) change the Stated Maturity or the due date of any payment of any installment of principal of or interest onon or Class A-2 Commitment Fee, or as applicable on any premium payable upon Note, reduce the redemption of, principal amount of any Note or reduce in any manner the principal amount thereofrate of interest, the interest rate thereon or the Redemption Class A-2 Commitment Fee or the portion of any of the Refinancing Price with respect theretoor of the Repurchase Price payable to the Holders of the Offered Notes, modify change the earliest date on which any Note may be redeemed, change the provisions of this Base the Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of any Loan Assets to the sale of, the Trust Estate to payment of principal ofprincipal, interest, Class A-2 Commitment Fee, Class A-2 Increased Costs, Class A-2 Breakage Costs or interest onof distributions pursuant to the Sale and Servicing Agreement, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is principal thereof, or interest, Class A-2 Commitment Fee, Class A-2 Increased Costs, or Class A-2 Breakage Costs are payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes payment on or after the respective due dates thereof Stated Maturity (or, in the case of redemptionrepurchase, on or after the Redemption applicable Repurchase Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Principal Balance of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions any provision of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm “Outstanding” or modify or alter the exception in the definition of the term “Holder”;
(viiv) reduce the percentage of the aggregate outstanding principal amount Outstanding Principal Balance of the Notes, the consent of the Holders of which is required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate Indenture Collateral pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Transaction Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvi) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) Indenture Collateral or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive any Secured Party Noteholder of the security provided by the Lien lien of this Indenture; providedand provided further that such action shall not, furtheras evidenced by an Opinion of Counsel, that no amendment will cause the Issuer to be permitted if it would cause any Noteholder subject to recognize gain an entity level tax or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained be classified as described abovea publicly traded partnership within the meaning of Section 7704(b) of the Code or a taxable mortgage pool within the meaning of Section 7701(i) of the Code. The Trustee maymay in its discretion determine whether or not any Notes would be materially adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be obligated to, enter into liable for any such amendment determination made in good faith. The Trustee may also rely in good faith upon an Officer’s Certificate as to whether such supplemental indenture will adversely affect any Holder of Notes, the Class A-2 Agent, the Servicer or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwiseBackup Servicer. It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Trustee shall mail to each Holder the Rating Agencies, the Servicer, the Class A-2 Agent and the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer relates a copy of such supplemental indenture Indenture or amendmenta notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Notwithstanding any provision contained herein to the contrary, prior to entering into any supplemental indenture or amendmentpursuant to Section 9.02, the Issuer and Trustee shall obtain written confirmation from each of ▇▇▇▇▇’▇ and S&P that entry by the Issuer and Trustee into such supplemental indenture satisfies the ▇▇▇▇▇’▇ Rating Condition and the S&P Rating Condition, respectively.
Appears in 1 contract
Sources: Indenture (NewStar Financial, Inc.)
Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to each Rating Agency, with the consent of the Required Noteholders andInsurer (so long as it is the Controlling Party) and with the consent of the Holders of not less than a majority of the Note Balances, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series Noteholders under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iviii) reduce the percentage of the aggregate outstanding principal amount of the NotesNote Balances, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viv) modify or alter the provisions of this Indenture regarding the voting of Notes held by second proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies, with the consent of the Required Noteholders andSecurity Insurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, subject to the express rights of the Security Insurer under the Basic Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions provision of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iviii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.4;
(viivi) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixviii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated herein or in this Indentureany of the Basic Documents, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee maymay determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (FCC Receivables Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and, with the written consent of the Note Insurer and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Security Balances of each Class of Notes affected thereby, by Act of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoing;term "Outstanding" or modify or alter the exception in the definition of the term "Holder"; 45
(viiv) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; and provided, further, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be permitted if it would cause any Noteholder subject to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described abovean entity level tax. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if Holders of not less than 66 2/3% of the Servicer’s or Outstanding Amount of the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and Notes of each adversely affected therebySeries of Notes, by Act of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series such Noteholders under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the due date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate specified thereon or the Redemption Price redemption price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, thereto or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiib) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivc) reduce the percentage which constitutes a majority of the aggregate outstanding principal amount Outstanding Amount of the Notes, Notes of any Series outstanding the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the any Notes, the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 Collateral if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding NotesNotes of such Series;
(viie) modify any provision decrease the percentage of this Section 13.2, except the Outstanding Amount of the Notes required to increase any percentage specified herein or to provide that certain additional provisions amend the sections of this Indenture cannot be modified or waived without which specify the consent applicable percentage of the Holder aggregate principal amount of each outstanding Note affected therebythe Notes of such Series necessary to amend the Indenture or any Transaction Documents which require such consent;
(viiif) modify any of or alter the provisions of this Indenture in such manner as to affect in any material respect regarding the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders voting of Notes to held by the benefit of Trust, any provisions for other Obligor on the mandatory redemption of the Notes contained in this IndentureNotes, a Seller or any affiliate thereof; or
(ixg) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate Collateral for the any Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral Collateral at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Supplement Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of a Series Supplement, to relates written notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Master Indenture (Household Credit Card Master Note Trust I)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the outstanding Amount of the Notes, if the Servicer’s of all classes of Notes that would be adversely affected thereby or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and related class or classes that would be adversely affected thereby, by Act of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions provision of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viiv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.4;
(viiv) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated herein or in this Indenturethe Basic Documents, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee maymay determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Ace Securities Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer and (a) With the Trusteeconsent (evidenced as provided in Section 10.01) of the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding that would be affected by the particular supplemental indenture, the Company, when authorized by an Issuer Order, also mayBoard Resolution, and unless otherwise provided in the Trustee may from time to time and at any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, time enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 supplemental indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this IndentureNoteholders; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture supplement shall:
(1) change the Stated Maturity of any Note; or amendment shallreduce the rate of interest on any Note; or change the method of calculating interest, without or any term used in the consent calculation of interest, or the period for which interest is payable, on any Floating Rate Note; or reduce the principal amount of any Note or any premium thereon; reduce the amount of the Required Noteholders principal of an Original Issue Discount Note that would be due and payable upon a declaration of acceleration of the Maturity thereof, or adversely affect the right of repayment or renewal, if any, at the option of the Holder; or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable; or change the date on which any Note may be redeemed; or adversely affect the rights of any Noteholder to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note; in each case without the consent of the Holder of each Note then outstanding Note that would be affected thereby(and in the case thereby (for purposes of clause this Section 13.02 (iiia)(1) belowonly, the consent of each Secured Party):term "Note" shall include Notes for which an offer to purchase has been accepted by the Company); or
(i2) change reduce the date aforesaid percentage of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereofNotes, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions Holders of this Base Indenture or which are required to consent to any Series Supplement relating to the application of Collections onsuch supplemental indenture, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency percentage in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or Notes then outstanding the consent of the Holders of which is required for any waiver of compliance with certain provisions past defaults or Events of this Indenture Default hereunder or certain defaults hereunder and their the consequences provided for thereof, in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, each case without the consent of the Holders of which is required to direct all of the Notes then outstanding.
(b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision evidence of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of Noteholders as aforesaid, the Holder Trustee shall join with the Company in the execution of each outstanding Note affected thereby;
(viii) modify any of such supplemental indenture unless such supplemental indenture affects the provisions of Trustee's own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the Trustee may in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee mayits discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. supplemental indenture.
(c) It shall not be necessary for any the consent of Noteholders the Holders of Notes under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. .
(d) Promptly after the execution by the Issuer Company and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 13.02, the Trustee Company shall mail to each Holder of give notice in the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplementmanner provided in Section 15.10, to setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture, to all Noteholders. Any failure of the Trustee Company to mail give such notice, or any defect therein, therein shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Certificateholders’, Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Certificateholders, the Servicer or the Back-Up Servicer, as applicable, enter into one or more indenture supplements or amendments hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and thereby (and in the case of clause (iii) below, the consent of each Secured Party):
(i) change the date of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder or Certificateholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s or Certificateholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders or Certificateholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders or Certificateholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. amendment Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies and, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or Note Principal Balances of the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Note Principal Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Holder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Note Principal Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04 hereof;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; and provided, further, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (if 100% of the Certificates are not owned by Impac Secured Assets Corp.) to be permitted if it would cause any Noteholder subject to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described abovean entity level tax. The Indenture Trustee may, but in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Impac Secured Assets CMN Trust Series 1998-1)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Enhancer and the Noteholders and, if of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Note Balances of each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series Noteholders under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder Noteholder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivb) reduce the percentage of the aggregate outstanding principal amount Note Balances of the Notes, the consent of the Holders Noteholders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Noteholder";
(vid) reduce the percentage of the aggregate outstanding principal amount Note Balance of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Noteholder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, and provided further, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be permitted if it would cause any Noteholder subject to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described abovean entity level tax. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Residential Asset Mortgage Products Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and, with the written consent of the Note Insurer and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Security Balances of each Class of Notes affected thereby, by Act of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Holder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
; (viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Sources: Indenture (Argent Securities Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and, with the written consent of the Note Insurer and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Security Balances of each Class of Notes affected thereby, by Act of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoing;term “Outstanding” or modify or alter the exception in the definition of the term “Holder”
(viiv) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; and provided, further, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be permitted if it would cause any Noteholder subject to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described abovean entity level tax. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies and, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Note Balance of each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; providedPROVIDED, howeverHOWEVER, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Note Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Holder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Note Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04 hereof;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Operative Agreements cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, Any such action shall not (as evidenced by either (i) an Opinion of Counsel delivered to the Servicer and the Indenture Trustee or (ii) confirmation from the Rating Agencies that no such amendment will be permitted if it would cause not result in the reduction or withdrawal of the rating of any Noteholder Class of Notes) adversely affect in any material respect the interest of any Holder (other than a Holder who shall consent to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture). It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Notwithstanding any provision of this Indenture to the contrary, the Indenture Trustee shall not consent to any supplemental indenture pursuant to Section 9.01 or amendmentSection 9.02 unless it shall have first received an Opinion of Counsel, delivered by (and at the expense of) the Person seeking such supplemental indenture, to the effect that such supplemental indenture will not result in the imposition of a tax on any REMIC created hereunder pursuant to the REMIC Provisions or cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Notes or Certificates are outstanding and that the supplemental indenture is being made in accordance with the terms hereof and that all conditions precedent to the execution of such supplemental indenture in accordance with the relevant provisions of this Article IX have been met.
Appears in 1 contract
Sources: Indenture (Greenpoint Mortgage Funding Trust 2005-He1)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies, with the consent of the Required Noteholders andInsurer and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions provision of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate Property to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(iviii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viv) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate Property pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.4;
(viivi) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixviii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) Property or, except as otherwise permitted or contemplated herein or in this Indentureany of the Basic Documents, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Indenture Trustee maymay determine whether or not any Notes would be adversely affected by any supplemental indenture upon receipt of an Opinion of Counsel to that effect and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Greenpoint Home Equity Loan Trust 1999 2)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Credit Enhancer and the Noteholders and, if of not less than a majority of the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Note Balances of each Class of Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Noteholders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series Noteholders under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder Noteholder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivb) reduce the percentage of the aggregate outstanding principal amount Note Balances of the any Class of Notes, the consent of the Holders Noteholders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders Noteholders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Noteholder";
(vid) reduce the percentage of the aggregate outstanding principal amount Note Balance of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder Noteholder of each outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Noteholder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, and provided further, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be permitted if it would cause any Noteholder subject to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described abovean entity level tax. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Noteholders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The With prior notice to each applicable Rating Agency and the consent of not less than 66 2/3% in Outstanding Dollar Principal Amount of each Class or Classes affected by such amendment of this Indenture or any Indenture Supplement or any supplemental indenture hereto or thereto by Act of said Holders delivered to the Issuer and the Indenture Trustee, when authorized by the Issuer and the Indenture Trustee, upon delivery of an Issuer OrderTax Opinion, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, may enter into one an amendment of this Indenture or more indenture supplements or amendments hereto such Indenture Supplement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes of any each such Series or Class under this IndentureIndenture or any Indenture Supplement; provided, however, that no such amendment or supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment Interest Payment Date on any Note, or change a Scheduled Final Payment Date or Legal Final Maturity Date of any installment of principal of or interest onNote;
(b) reduce the Stated Principal Amount of, or the interest rate on any premium Note, or change the method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar Principal Amount or the Collateral Amount in a manner that is adverse to the Holder of any Note;
(c) reduce the amount of a [Discount Note][Indexed Note] payable upon the occurrence of an Early Amortization Event or other optional or mandatory redemption of, any Note or reduce in any manner upon the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions acceleration of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payableits Legal Final Maturity Date;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiid) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the any payment of on any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);Note; 69
(ive) reduce the percentage in Outstanding Dollar Principal Amount of the aggregate outstanding principal amount Outstanding Notes of the Notesany Series or Class, the consent of the whose Holders of which is required for any such indenture supplement or amendmentIndenture Supplement, or the consent of the whose Holders of which is required for any waiver of compliance with certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture;
(vf) modify or alter any of the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller Section or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.27.18, except to increase any percentage specified herein of Holders required to consent to any such amendment or to provide that certain additional other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiig) modify permit the creation of any Lien or other encumbrance on the Collateral that secures any Class of Notes that is senior to the Lien in favor of the provisions Holders of this the Notes of such Class;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture in such manner as to affect in any material respect Supplement;
(i) change the calculation method of computing the amount of any payment of principal of, or interest or principal due on on, any Note on any Payment Date date; or
(including 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 calculation benefit of any one or more particular Series or Class of the individual components of such calculation)Notes, to alter the application of “Collections” or to affect which modifies the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to such Series or on a parity with the Lien of this Indenture Class with respect to any part of such covenant or other provision, shall be deemed not to affect the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities rights under this Indenture of the Holders of Notes of any other Series or otherwiseClass. It shall will not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed amendment or supplemental indenture, but it shall will be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the TrusteeCompany, when authorized by an Issuer Order, also maythe resolutions of the Board of Directors, and unless otherwise provided in the Trustee may from time to time and at any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, time enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes of any Series under this IndentureNotes; provided, however, that no such supplemental indenture supplement shall:
(a) reduce the percentage in aggregate principal amount of Notes the holders of which must consent to an amendment;
(b) reduce the rate or amendment shallamount, without or extend the consent stated time for payment, of interest (including Additional Interest, if any) or Extension Fees or Additional Extension Fees, if any, on any Note;
(c) reduce the principal, or extend the Maturity Date, of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the holders of the Required Noteholders and without Notes the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):Company’s obligation to make such payments;
(if) change the date place or currency of payment of any installment of principal of or interest on(including Additional Interest, or if any) and Extension Fees and Additional Extension Fees, if any, in respect of any premium payable upon Note;
(g) impair the redemption of, right of any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating holder to the application of Collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of, or and interest (including Additional Interest and, if any) and Extension Fees and Additional Extension Fees, if any, on, such holder’s Notes on or after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; or
(h) make any change in the provisions of this Indenture requiring Article 9 that require each holder’s consent or in the application waiver provisions in Section 5.01 and Section 5.07. in each case without the consent of funds available thereforeach holder of an outstanding Note affected. Notwithstanding the foregoing, as provided in Article 9, any amendment to the payment of any such amount due on Indenture or the Notes on or after the respective due dates thereof waiver of compliance with a provision which (or, in the case of redemption, on or after the Redemption Date);
(ivi) reduce the percentage of the aggregate outstanding principal amount of the Notes, requires the consent of the Holders of which is required for any such indenture supplement or amendmentthe Notes in accordance with this Section 9.02, or and (ii) similarly affects the holders of the Notes and the holders of the 2013 Notes, shall instead require the consent of the Holders holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for at least a majority in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notesthen outstanding 2013 Notes and Notes voting together as a single class. Upon the written request of the Company, accompanied by a copy of the Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of which is required to direct Noteholders as aforesaid, the Trustee to sell or liquidate shall join with the Trust Estate pursuant to Section 10.4 if Company in the proceeds execution of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, supplemental indenture unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee shall not be obligated to enter into such supplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by After an amendment under the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Sectionbecomes effective, the Trustee Company shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of holders a Series Supplement, to the Noteholders of the applicable Series)notice briefly describing such amendment. However, the Back-Up Servicer and failure to give such notice to all the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenture or the amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to each Rating Agency, with the consent of the Required Noteholders andInsurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, no such supplemental indenture supplement or amendment shall, without the prior written consent of the Required Noteholders and Swap Counterparty, modify or amend this Indenture in the manner contemplated in Sections 1(h)(vii)(a) though (e) of the ISDA Schedule to the Interest Rate Swap Agreement; provided, further, that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the Final Scheduled Distribution Date of any Class of Notes or the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by second proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viiv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if 5.04 or amend the proceeds provisions of such sale would be insufficient this Article which specify the percentage of the Outstanding Amount of the Notes required to pay amend this Indenture or the principal amount and accrued but unpaid interest on the outstanding Notesother Basic Documents;
(viiv) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of lien created by this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien of lien created by this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien of lien created by this Indenture; provided, furtherand further provided that any such action will not, that no amendment will be permitted if it would cause any Noteholder as evidenced by an Opinion of Counsel satisfactory to recognize gain or loss for U.S. federal income tax purposesthe Trustee, unless such Noteholder’s consent is obtained as described aboveresult in the creation of a new security. The Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee parties hereto of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (WFS Receivables Corp)
Supplemental Indentures with Consent of Noteholders. The With prior notice to each applicable Note Rating Agency and the consent of not less than 66-2/3% in Outstanding Dollar Principal Amount of each Class or Tranche affected by such amendment of this Indenture or any Indenture Supplement by Act of said Holders delivered to the Issuer and the Indenture Trustee, when authorized by the Issuer, the Note Registrar and the Indenture Trustee, upon delivery of an Issuer OrderTax Opinion, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, may enter into one an amendment of this Indenture or more indenture supplements or amendments hereto such Indenture Supplement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes of any Series each such Series, Class or Tranche under this IndentureIndenture or any Indenture Supplement; provided, however, that no such indenture supplement amendment or amendment shallIndenture Supplement will, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the scheduled payment date of any payment of interest on any installment of principal of or interest onNote, or change an Expected Principal Payment Date or Legal Maturity Date of any premium 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 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 Redemption Event or other optional or mandatory redemption of, any Note or reduce in any manner upon the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions acceleration of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payableits maturity;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiid) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the any payment of on any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Note;
(ive) reduce the percentage in Outstanding Dollar Principal Amount of the aggregate outstanding principal amount Outstanding Notes of the Notesany Series, Class or Tranche, the consent of the whose Holders of which is required for any such indenture supplement or amendmentIndenture Supplement, or the consent of the whose Holders of which is required for any waiver of compliance with certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture;
(vf) modify or alter any of the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller Section 10.02 or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.27.18, except to increase any percentage specified herein of Holders of Notes required to consent to any such amendment or to provide that certain additional other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiig) modify permit the creation of any lien or other encumbrance on the Collateral that secures any Tranche of Notes that is prior to the lien in favor of the provisions Holders of this the Notes of such Tranche;
(h) change any place of payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture in such manner as to affect in any material respect Supplement;
(i) change the calculation method of computing the amount of any payment of principal of, or interest or principal due on on, any Note on any Payment Date date; or
(including 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 calculation benefit of any one or more particular Series, Class or Tranche of the individual components of such calculation)Notes, to alter the application of “Collections” or to affect which modifies the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to such Series, Class or on a parity with the Lien of this Indenture Tranche with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) orsuch covenant or other provision, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder deemed not to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects affect the Trustee’s rights, duties or immunities rights under this Indenture of the Holders of Notes of any other Series, Class or otherwiseTranche. It shall will not be necessary for any consent Act of Noteholders under this Section 10.02 to approve the particular form of any proposed supplemental indentureamendment or Indenture Supplement, but it shall will be sufficient if such consent shall Act will approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Sources: Indenture (WF Card Funding LLC)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplementwith prior notice to each Rating Agency, with the consent of the Required Noteholders andInsurer (unless an Insurer Default shall have occurred and be continuing) and with the consent of the Holders of not less than 66 2/3% of the Outstanding Amount of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableTrustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that that, no such supplemental indenture supplement or amendment shall, without the prior written consent of the Required Noteholders and Swap Counterparty, modify or amend this Indenture in the manner contemplated in Sections 1(h)(vii)(a) though (e) of the ISDA Schedule to the Interest Rate Swap Agreement; provided, further, that, subject to the express rights of the Insurer under the Basic Documents, no such supplemental indenture shall, without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the Final Scheduled Distribution Date of any Class of Notes or the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by second proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding";
(viiv) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, the consent of the Holders of which is Notes required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if 5.04 or amend the proceeds provisions of such sale would be insufficient this Article which specify the percentage of the Outstanding Amount of the Notes required to pay amend this Indenture or the principal amount and accrued but unpaid interest on the outstanding Notesother Basic Documents;
(viiv) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Distribution Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien of lien created by this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien of lien created by this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien of lien created by this Indenture; provided, furtherand further provided that any such action will not, that no amendment will be permitted if it would cause any Noteholder as evidenced by an Opinion of Counsel satisfactory to recognize gain or loss for U.S. federal income tax purposesthe Trustee, unless such Noteholder’s consent is obtained as described aboveresult in the creation of a new security. The Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee parties hereto of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (WFS Receivables Corp 2)
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 7) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 7 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the TrusteeCompany, when authorized by an Issuer Order, also maythe resolutions of the Board of Directors, and unless otherwise provided in the Trustee may from time to time and at any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, time enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes of any Series under this IndentureNotes; provided, however, that no such supplemental indenture supplement shall:
(a) reduce the percentage in aggregate principal amount of Notes the holders of which must consent to an amendment;
(b) reduce the rate, or amendment shallextend the stated time for payment, without of interest (including Additional Interest, if any) on any Note;
(c) reduce the consent principal of or other amount payable under, or extend the Maturity Date of, any Note;
(d) make any change that adversely affects the conversion rights or rights upon a Fundamental Change of any Noteholder under Article 13 or Article 15;
(e) reduce the Redemption Price or the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the holders of the Required Noteholders and without Notes the consent Company’s obligation to make such payments, whether through an amendment or waiver of the Holder of each outstanding Note affected thereby(and provisions in the case of clause (iii) belowcovenants, the consent of each Secured Party):definitions or otherwise;
(if) change the date place or currency of payment of any installment of principal of or interest on(including Additional Interest, if any) or other amount payable in respect of any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payableNote;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiig) impair the right of any holder to receive payment of principal of and interest (including Additional Interest, if any) on or other amount payable under such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note;
(h) adversely affect the ranking of the Notes as the senior unsubordinated debt of the Company; or
(i) make any change in the provisions of this Indenture requiring Article 9 that require each holder’s consent or in the application of funds available therefor, as provided waiver provisions in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (orSection 5.01 and Section 5.08, in the each case of redemption, on or after the Redemption Date);
(iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder each holder of each an outstanding Note affected thereby;
(viii) modify any affected. Upon the written request of the provisions Company, accompanied by a copy of the Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the Trustee may in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee mayits discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or After an amendment to under this Base Indenture or any Series Supplement pursuant to this Sectionbecomes effective, the Trustee Company shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, transmit to the Noteholders of the applicable Series)holders a notice briefly describing such amendment. However, the Back-Up Servicer and failure to give such notice to all the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenture or the amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, also may, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders Persons of each Series (or, with respect to an amendment to a particular Series Supplement, the Required Persons of such Series) and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) 's rights and/or obligations are materially and adversely affected thereby, the Servicer or and, unless otherwise specified in the Back-Up Servicerrelated Series Supplement, as applicablewith the consent of at least two (if there are more than one) Holders of not less than 66 2/3% of the aggregate outstanding principal balance of all Notes of all Series materially and adversely affected, voting collectively by written notice delivered to the Issuer and the Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Base Indenture or any Series Supplement or of modifying in any manner the rights of the Holders of the Notes of any Series under this IndentureBase Indenture or any Series Supplement; provided, however, that no such supplemental indenture supplement or amendment shall, unless otherwise provided in the related Series Supplement, without the consent of the Required Noteholders Persons of each Series (or, with respect to the amendment of a particular Series Supplement, the Required Persons of such Series and any other Series affected thereby) and without the consent of the Holder of each outstanding Note affected thereby(and thereby (and in the case of clause (iii) below, the consent of each Secured PartyParty of all Series affected):
(i) change the date of payment of any installment of principal of or interest on, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder definition of or the manner of calculating the Investor Interest, the Aggregate Investor Default Amount or the Investor Percentage of such Series;
(iii) change the voting requirements with respect to in any Transaction Document;
(iiiiv) impair the right to institute suit for the enforcement of the certain provisions of this Base Indenture or any Series Supplement requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture supplement or amendmentSeries Supplement or amendment of a Series Supplement, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Base Indenture or any Series Supplement or certain defaults hereunder and their consequences provided for in this Indenture;Base Indenture or any Series Supplement; 104
(vvi) modify or alter the provisions of this Base Indenture or any Series Supplement regarding the voting of Notes held by the Issuer, any Seller, the Initial Seller or an Affiliate of the foregoing;
(vivii) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(viiviii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Base Indenture or any Series Supplement cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiiix) modify any of the provisions of this Base Indenture or any Series Supplement in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “"Available Investor Principal Collections” " of any Series or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this IndentureBase Indenture or any Series Supplement; or
(ixx) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this IndentureBase Indenture or any Series Supplement, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this IndentureBase Indenture or any Series Supplement; provided, further, that no amendment will be permitted if it would cause result in a taxable event to any Noteholder to recognize gain or loss for U.S. federal income tax purposesNoteholder, unless such Noteholder’s 's consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that which affects the Trustee’s 's rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything in Sections 13.1 and 13.2 to the contrary, the Series Supplement with respect to any Series may be amended with respect to the items and in accordance with the procedures provided in such Series Supplement. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. 105 The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or indenture, amendment to this Base Indenture Indenture, or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders Noteholder of the applicable Series), to any related Enhancement Provider and to each Rating Agency rating any affected Series a notice setting forth in general terms the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture indenture, amendment to this Base Indenture, or amendmentany Series Supplement. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Base Indenture (Conns Inc)
Supplemental Indentures with Consent of Noteholders. (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the principal amount of the Notes Outstanding, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that (i) such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder, (ii) the Rating Agency Condition shall have been satisfied with respect to such action and (iii) such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized for Federal or any then Applicable Tax State income tax purposes as an association taxable as a corporation or otherwise have any material adverse impact on the Federal or any then Applicable Tax State income taxation of any Notes Outstanding or outstanding Certificates or any Noteholder or Certificateholder; and provided, further, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change any Final Payment Date or the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate Collateral to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivii) reduce the percentage of the aggregate outstanding principal amount of the NotesNotes Outstanding, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions provision of this the Indenture regarding the voting of Notes held by the IssuerTrust, the Seller Seller, the Servicer, an affiliate of any of them or an Affiliate of the foregoingany Obligor;
(viiv) modify or alter the provisions of the proviso to the definition of the term "Outstanding";
(v) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is Notes Outstanding required to direct the Indenture Trustee to sell or liquidate the Trust Estate Collateral pursuant to Section 10.4 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the outstanding Notes;
(viivi) modify any provision of this Section 13.2, Indenture specifying a percentage of the aggregate principal amount of the Notes necessary to amend this Indenture or the other Basic Documents except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiivii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixviii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) Collateral or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral Collateral at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. .
(b) It shall not be necessary for any consent Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. .
(c) Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.2, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental supple mental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture, such notice to be prepared by the Issuer. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The With prior notice to each applicable Note Rating Agency and the consent of not less than 50% in Outstanding Principal Amount of each series of notes affected by such amendment of this Indenture or any Indenture Supplement or any supplemental Indenture hereto or thereto, by Act of said Holders delivered to the Issuer and the Indenture Trustee, when authorized by an the Issuer Orderand the Indenture Trustee, also may, and unless otherwise provided in any Series Supplement, with the consent upon delivery of the Required Noteholders andTax Opinions, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, may enter into one an amendment of this Indenture or more indenture supplements or amendments hereto such Indenture Supplement for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or any Indenture Supplement or of modifying in any manner the rights of the Holders of the Notes of any Series each such series or class under this IndentureIndenture or any Indenture Supplement; provided, however, that no such indenture supplement amendment or amendment shallsupplemental Indenture will, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date scheduled Transfer Date of any payment of interest on any installment of principal of or interest onNote, or change an Expected Principal Payment Date or Legal Final Maturity Date of any premium Note;
(b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the method of computing the Outstanding 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 Redemption Event or other optional or mandatory redemption of, any Note or reduce in any manner upon the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions acceleration of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payableits maturity;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiid) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the any payment of on any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Note;
(ive) reduce the percentage in Outstanding Principal Amount of the aggregate outstanding principal amount Outstanding Notes of the Notesany series or class, the consent of the whose Holders of which is required for any such indenture supplement or amendmentIndenture Supplement, or the consent of the whose Holders of which is required for any waiver of compliance with certain the provisions of this Indenture or certain of defaults hereunder and their consequences consequences, provided for in this Indenture;
(vf) modify or alter any of the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller Section or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.27.15, except to increase any percentage specified herein of Holders required to consent to any such amendment or to provide that certain additional other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiig) modify permit the creation of any lien or other encumbrance on the Collateral that secures any class of Notes that is prior to the lien in favor of the provisions Holders of this the Notes of such class;
(h) change any Place of Payment where any principal of, or interest on, any Note is payable, unless otherwise provided in the applicable Indenture in such manner as to affect in any material respect Supplement;
(i) change the calculation method of computing the amount of any payment of principal of, or interest or principal due on on, any Note on any Payment Date date; or
(including 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 calculation benefit of any one or more particular series or class of the individual components of such calculation)Notes, to alter the application of “Collections” or to affect which modifies the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to such series or on a parity with the Lien of this Indenture class with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) orsuch covenant or other provision, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder deemed not to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects affect the Trustee’s rights, duties or immunities rights under this Indenture of the Holders of Notes of any other series or otherwiseclass. It shall will not be necessary for any consent Act of Noteholders under this Section to approve the particular form of any proposed amendment or supplemental indentureIndenture, but it shall will be sufficient if such consent shall Act will approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 10.02 is complete, the Indenture Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, provide written notice to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Sources: Indenture (Navistar Financial Dealer Note Master Trust)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Security Balances of the Notes affected thereby and the Credit Enhancer, if by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Security Balances of the any Class of Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Noteholder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; and provided, further, that no amendment will any action listed in clauses (i) through (vii) above shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be permitted if it would subject to an entity level tax or cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described abovean Adverse REMIC Event. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture. So long as there does not exist a failure by the Credit Enhancer to make a required payment under the Policy, the Credit Enhancer shall have the right to exercise all rights of the Holders of the Notes under this Indenture without any consent of such Holders, and such Holders may exercise such rights only with the prior written consent of the Credit Enhancer, except as provided herein.
Appears in 1 contract
Sources: Indenture (Residential Funding Mortgage Securities Ii Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies and, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or Note Principal Balances of the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Note Principal Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Holder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Note Principal Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04 hereof;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The --------------------------------------------------- Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, upon satisfaction of the Rating Agency Condition and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if Holders of Notes representing more than 66 2/3% of the Servicer’s or principal balance of the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and Outstanding Notes of each adversely affected therebySeries, by Act of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, of this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series such Noteholders under this Indenture; provided, however, however that no such -------- ------- supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the due date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate specified thereon or the Redemption Price redemption price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, thereto or change any place of payment where, or the coin or currency in which, any Note or the any interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiib) impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the --------- Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivc) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes, any Series the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notesany Series, the consent of the Holders of which is required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 Collateral if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding NotesNotes of such Series;
(viie) modify any provision decrease the percentage of this Section 13.2, except the Outstanding Amount required to increase any percentage specified herein or to provide that certain additional provisions amend the sections of this Indenture cannot be modified or waived without which specify the consent applicable percentage of the Holder Outstanding Amount of each outstanding Note affected therebythe Notes of any Series necessary to amend the Indenture or any Transaction Documents which require such consent;
(viiif) modify any of or alter the provisions of this Indenture in such manner as to affect in any material respect prohibiting the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders voting of Notes to held by the benefit of Issuer, any provisions for other Obligor on the mandatory redemption of the Notes contained in this IndentureNotes, a Seller or any affiliate thereof; or
(ixg) permit the creation of any Lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate Collateral for the any Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien of this Indenture on any such collateral Collateral at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but Satisfaction of the Rating Agency Condition shall not be obligated to, enter into required with respect to the execution of any supplemental indenture pursuant to this Section ------- 10.2 for which the consent of all the affected Noteholders is required. ---- The Indenture Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. Notwithstanding anything in this Section 10.2 to the contrary, no amendment or supplement that affects may be made to this ------------ Agreement which would adversely affect the Trustee’s rights, duties or immunities under interests of any Series Enhancer without the consent of such Series Enhancer. Satisfaction of the Rating Agency Condition shall not be required with respect to the execution of any supplemental indenture pursuant to this Indenture or otherwiseSection ------- 10.2 for which consent of all affected Noteholders is required. ---- It shall not be necessary for any consent Act of Noteholders under this Section ------- 10.2 to approve the particular form of any proposed supplemental indenture, but ---- it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 10.2, the Indenture Trustee ------------ shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of a Series Supplement, to relates written notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article IX) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article IX and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the TrusteeCompany, when authorized by an Issuer Order, also maythe resolutions of the Board of Directors, and unless otherwise provided in the Trustee may from time to time and at any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, time enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes of any Series under this IndentureNotes; provided, however, that no such supplemental indenture supplement shall:
(a) reduce the percentage in aggregate principal amount of Notes the holders of which must consent to an amendment;
(b) reduce the rate, or amendment shallextend the stated time for payment, without of interest, including Additional Interest, on any Note;
(c) reduce the consent principal, or extend the Maturity Date, of any Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Fundamental Change Repurchase Price, Redemption Price or Put Right Purchase Price of any Note or amend or modify in any manner adverse to the holders of the Required Noteholders and without Notes the consent Company’s obligation to make such payments, whether through an amendment or waiver of the Holder of each outstanding Note affected thereby(and provisions in the case of clause (iii) belowcovenants, the consent of each Secured Party):definitions or otherwise;
(if) change the date place or currency of payment of any installment of principal of or interest on, or in respect of any premium payable upon Note;
(g) impair the redemption of, right of any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating holder to the application of Collections on, or the proceeds of the sale of, the Trust Estate to receive payment of principal of, or interest and interest, including Additional Interest, if any, on, such holder’s Notes on or after the Notes, due dates therefor or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) impair the right to institute suit for the enforcement of any payment on or with respect to such holder’s Note; or
(h) make any change in the provisions of this Indenture requiring Article XI that require each holder’s consent or in the application of funds available therefor, as provided waiver provisions in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (orSection 7.01 and Section 7.07, in the each case of redemption, on or after the Redemption Date);
(iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder each holder of each an outstanding Note affected thereby;
(viii) modify any affected. Upon the written request of the provisions Company, accompanied by a copy of the Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the Trustee may in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee mayits discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by After an amendment under the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Sectionbecomes effective, the Trustee Company shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of holders a Series Supplement, to the Noteholders of the applicable Series)notice briefly describing such amendment. However, the Back-Up Servicer and failure to give such notice to all the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any the amendment. Notwithstanding anything herein to the contrary, no amendment or modification of the Indenture may occur that amends or modifies, or otherwise adversely affects the rights of the holders of Senior Indebtedness or Designated Senior Indebtedness under the subordination provisions described in Article IV without the prior written consent of the holders of a majority of the Designated Senior Indebtedness (or such supplemental indenture larger percentage of the holders of the Designated Senior Indebtedness as is required to approve such amendment or amendmentmodification under the terms of such Designated Senior Indebtedness) and at least a majority of all outstanding Senior Indebtedness.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, with prior notice to the Rating Agencies and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Security Balances of the Notes affected thereby and the Credit Enhancer, if by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon thereof or the Redemption Price with respect theretoNote Rate thereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Noteholder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; and provided, further, that no amendment will any action listed in clauses (i) through (vii) above shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be permitted if it would cause any Noteholder subject to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described abovean entity level tax. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act (as defined in Section 10.03 hereof) of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture. So long as there does not exist a failure by the Credit Enhancer to make a required payment under the Policies, the Credit Enhancer shall have the right to exercise all rights of the Holders of the Notes under this Indenture without any consent of such Holders, and such Holders may exercise such rights only with the prior written consent of the Credit Enhancer, except as provided herein.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 9 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the TrusteeCompany, when authorized by an Issuer Order, also maythe resolutions of the Board of Directors, and unless otherwise provided in the Trustee may from time to time and at any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, time enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes of any Series under this IndentureNotes; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party)::
(ia) change reduce the date of rate or extend the stated time for payment of interest, including Additional Interest, on any installment of Note;
(b) reduce the principal of or interest on, or extend the stated maturity of any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payableNote;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iiic) impair the right any holder to receive payment of principal of and interest, including Additional Interest, if any, on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Note;
(d) make any change that adversely affects the conversion rights of any Notes;
(e) reduce the Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the holders of the Notes the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(f) make any Note payable in money other than that stated in the Note or, other than in accordance with the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)Indenture;
(ivg) reduce the percentage of the in aggregate outstanding principal amount of Notes outstanding necessary to modify or amend the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indentureto waive any past default;
(vh) modify make any change in this Article 11 that require each holder’s consent or alter in the waiver provisions of this Indenture regarding the voting of Notes held by the Issuerin Section 7.01 and Section 7.07, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived in each case without the consent of the Holder each holder of each an outstanding Note affected thereby;
(viii) modify any affected. Upon the written request of the provisions Company, accompanied by a copy of the Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the Trustee may in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee mayits discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section 11.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by After an amendment under the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Sectionbecomes effective, the Trustee Company shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of holders a Series Supplement, to the Noteholders of the applicable Series)notice briefly describing such amendment. However, the Back-Up Servicer and failure to give such notice to all the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenture or the amendment.
Appears in 1 contract
Sources: Indenture (Encore Capital Group Inc)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer OrderRequest, also may, and unless otherwise provided in any Series Supplementwith prior notice to the Rating Agencies and, with the consent of the Required Noteholders and, if Holders of not less than a majority of the Servicer’s or Note Principal Balances of the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely Notes affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered to the Servicer or Issuer and the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Note Principal Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Holder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Note Principal Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04 hereof;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; and provided, further, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuer (if 100% of the Certificates are not owned by IMH Assets Corp.) to be permitted if it would cause any Noteholder subject to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described abovean entity level tax. The Indenture Trustee may, but in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Imh Assets Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent of the Noteholders of not less than a majority in aggregate principal amount of the Outstanding Notes, by Act of said Noteholders delivered to the Company and the Trustee, and consistent with Section 4.7 hereof, the Company, when authorized by an Issuer Ordera Board Resolution of the Company, also maythe Guarantors, when authorized by the respective Board Resolutions of each of the Guarantors, and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, Trustee may enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 modifying in any manner the rights of the Holders of the Notes of any Series Noteholders under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder Noteholder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby,
(i1) change the date Stated Maturity of payment of the principal of, or any installment of principal of or interest on, any Note, or reduce the principal amount thereof or the Rate of Interest thereon or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest on, the Notesthereon, or change any the place of payment where, or the coin or currency in which, any Note or the any premium or interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9, to the payment of any such amount due on the Notes payment on or after the respective due dates Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date);,
(iv2) reduce the percentage of the aggregate outstanding in principal amount of the Outstanding Notes, the consent of the Holders of which whose Noteholders is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which whose Noteholders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences consequences) provided for in this Indenture;,
(v3) modify or alter any of the provisions of this Indenture regarding Section 7.2 or Sections 4.7, 8.10, 8.13, 9.1 or 10.4(6) or 10.4(7) hereof (with respect to the voting of Notes held by the Issuer, the Seller or an Affiliate obligation of the foregoing;
(vi) reduce Company to deliver an Opinion of Counsel in the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required United States as to direct the Trustee certain matters relating to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2United States Federal income tax law), except to increase any such percentage specified herein described in Clause (2) above or to provide that certain additional other provisions of this Indenture cannot be modified or waived without the consent of the Holder Noteholder of each outstanding Outstanding Note affected thereby;
(viii) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix4) permit the creation release any Guarantor from any of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated its obligations under its Guarantee in this Indenture, terminate except in compliance with the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien terms of this Indenture; provided. In the event of any modification or amendment to this Indenture of the nature described in items (1) through (4) of this Section 7.2, further, that no amendment a notice will be permitted if it would cause any Noteholder published and a supplemental offering circular will be prepared to recognize gain reflect such modification or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwiseamendment. It shall not be necessary for any consent Act of Noteholders under this Section 7.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Supplemental Indentures with Consent of Noteholders. The Issuer With the consent (evidenced as provided in Article 8) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding (determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Company, when authorized by the resolutions of the Board of Directors and the Trustee, when authorized by an Issuer Orderat the Company’s expense, also may, may from time to time and unless otherwise provided in at any Series Supplement, with the consent of the Required Noteholders and, if the Servicer’s or the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicable, time enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto 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 any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes or waiving any past default, Event of any Series under Default or compliance with provisions of this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party)::
(ia) change reduce the date percentage in aggregate principal amount of Notes outstanding necessary to modify or amend this Indenture or to waive any past Default or Event of Default;
(b) reduce the rate or extend the stated time for payment of interest, including Additional Interest, on any installment of principal of or interest on, or any premium payable upon Note;
(c) reduce the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify the provisions of this Base Indenture or any Series Supplement relating to the application of Collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, or interest onextend the Maturity Date of, any Note;
(d) make any change that impairs or otherwise adversely affects the conversion rights of any Notes, or change any place of payment where, ;
(e) reduce the Redemption Price or the coin or currency in which, Fundamental Change Repurchase Price of any Note or amend or modify in any manner adverse to the interest thereon is payableholders of the Notes the Company’s obligation to make such payments;
(iif) make any Note payable in a currency other than that stated in the Note;
(g) change the Noteholder voting requirements with respect to any Transaction Documentranking of the Notes;
(iiih) impair the right of any holder to receive payment of principal of and interest, including any Additional Interest, on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes; or
(i) make any change in the provisions of this Indenture requiring Article 9 that require each holder’s consent or in the application of funds available therefor, as provided waiver provisions in Article 9, to the payment of any such amount due on the Notes on Section 6.02 or after the respective due dates thereof (orSection 6.09, in the each case of redemption, on or after the Redemption Date);
(iv) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendment, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(v) modify or alter the provisions of this Indenture regarding the voting of Notes held by the Issuer, the Seller or an Affiliate of the foregoing;
(vi) reduce the percentage of the aggregate outstanding principal amount of the Notes, the consent of the Holders of which is required to direct the Trustee to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes;
(vii) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder each holder of each an outstanding Note affected thereby;
(viii) modify any affected. Upon the written request of the provisions Company, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and subject to Section 9.05, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in such manner as to affect which case the Trustee may in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ix) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indenture, terminate the Lien of this Indenture on any such collateral at any time subject hereto or deprive any Secured Party of the security provided by the Lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee mayits discretion, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisesupplemental indenture. It shall not be necessary for any the consent of the Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or After an amendment to under this Base Indenture or any Series Supplement pursuant to this Sectionbecomes effective, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, Company will distribute to the Noteholders of the applicable Series)holders a notice briefly describing such amendment. However, the Back-Up Servicer and failure to give such notice to all the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such noticeholders, or any defect thereinin the notice, shall not, however, in any way will not impair or affect the validity of any such supplemental indenture the amendment or amendmentresult in a Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Sirius Xm Holdings Inc.)
Supplemental Indentures with Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, if by Act of such Holders delivered to the Servicer’s or Issuer and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(ia) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
(ivb) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the NotesNotes or the Controlling Class, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(vc) modify or alter (i) the provisions of this Indenture regarding the voting of Notes held by proviso as to the Issuer, the Seller or an Affiliate definition of the foregoingterm “Outstanding” or (ii) the definition of Controlling Class;
(vid) reduce the percentage of the aggregate outstanding principal amount Outstanding Amount of the Notes or the Controlling Class of Notes, the consent of the Holders of which is as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viie) modify any provision of this Section 13.2, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Outstanding Note affected thereby;
(viiif) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” ) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indentureherein; or
(ixg) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; provided, further, that no amendment will be permitted if it would cause any Noteholder to recognize gain or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained as described above. The Trustee may, but shall not be obligated to, enter into any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for any consent of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this Section, the Trustee shall mail to each Holder of the Notes of all Series (or with respect to an amendment or supplemental indenture of a Series Supplement, to the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy of such supplemental indenture or amendment. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment.
Appears in 1 contract
Sources: Indenture (Hyundai Abs Funding Corp)
Supplemental Indentures with Consent of Noteholders. The Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer OrderIssuing Entity Request, also may, with prior notice to the Rating Agencies and, with the written consent of the Credit Enhancer and unless otherwise provided in any Series Supplement, with the consent of the Required Noteholders andHolders of not less than a majority of the Security Balances of each Class of Notes, if by Act of such Holders delivered to the Servicer’s or Issuing Entity and the Back-Up Servicer’s (including as successor Servicer) rights and/or obligations are materially and adversely affected thereby, the Servicer or the Back-Up Servicer, as applicableIndenture Trustee, enter into one an indenture or more indenture supplements or amendments indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of any Series under this Indenture; provided, however, that no such supplemental indenture supplement or amendment shall, without the consent of the Required Noteholders and without the consent of the Holder of each outstanding Note affected thereby(and in the case of clause (iii) below, the consent of each Secured Party):thereby:
(i) change the date of payment of any installment of principal of or interest onon any Note, or any premium payable upon the redemption of, any Note or reduce in any manner the principal amount thereof, thereof or the interest rate thereon or the Redemption Price with respect theretothereon, modify change the provisions of this Base Indenture or any Series Supplement relating to the application of Collections collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of, of or interest on, on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable;
(ii) change the Noteholder voting requirements with respect to any Transaction Document;
(iii) , or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article 9V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date)thereof;
(ivii) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is required for any such indenture supplement or amendmentsupplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
(viii) modify or alter the provisions of this Indenture regarding the voting of Notes held by proviso to the Issuer, the Seller or an Affiliate definition of the foregoingterm "Outstanding" or modify or alter the exception in the definition of the term "Holder";
(viiv) reduce the percentage of the aggregate outstanding principal amount Security Balances of the Notes, the consent of the Holders of which is Notes required to direct the Indenture Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate pursuant to Section 10.4 if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes5.04;
(viiv) modify any provision of this Section 13.2, 9.02 except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(viiivi) modify any of the provisions of this Indenture in such manner as to affect in any material respect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation), to alter the application of “Collections” or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained in this Indenture; or
(ixvii) permit the creation of any Lien lien ranking prior to or on a parity with the Lien lien of this Indenture with respect to any part of the Trust Estate for the Notes (except for Permitted Encumbrances) or, except as otherwise permitted or contemplated in this Indentureherein, terminate the Lien lien of this Indenture on any such collateral property at any time subject hereto or deprive the Holder of any Secured Party Note of the security provided by the Lien lien of this Indenture; and provided, further, that no amendment will such action shall not, as evidenced by an Opinion of Counsel, cause the Issuing Entity to be permitted if it would cause any Noteholder subject to recognize gain an entity level tax or loss for U.S. federal income tax purposes, unless such Noteholder’s consent is obtained be classified as described abovea taxable mortgage pool within the meaning of Section 7701(i) of the Code. The Indenture Trustee maymay in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Notes, but whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be obligated to, enter into liable for any such amendment or supplement that affects the Trustee’s rights, duties or immunities under this Indenture or otherwisedetermination made in good faith. It shall not be necessary for any consent Act of Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent Act shall approve the substance thereof. Additionally, with respect to a Book-Entry Note, such consent may be provided directly by the Note Owner or indirectly through a Clearing Agency or Foreign Clearing Agency. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Note shall be subject to such reasonable requirements as the Trustee may prescribe. Promptly after the execution by the Issuer Issuing Entity and the Indenture Trustee of any supplemental indenture or amendment to this Base Indenture or any Series Supplement pursuant to this SectionSection 9.02, the Indenture Trustee shall mail to each Holder the Holders of the Notes of all Series (or with respect to an which such amendment or supplemental indenture of relates a Series Supplement, to notice setting forth in general terms the Noteholders of the applicable Series), the Back-Up Servicer and the Servicer a copy substance of such supplemental indenture or amendmentindenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendmentindenture.
Appears in 1 contract
Sources: Indenture (Chase Funding Inc)