Common use of Supplemental Indentures With Consent Clause in Contracts

Supplemental Indentures With Consent. Without limiting Section 8.01, with the consent of the Controlling Party of each Series, and 20 days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (ii) cause any of the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporation; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:

Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries with Notes Outstanding, and 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, the Environmental Indemnity Agreement, the Performance Undertaking Guaranty or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (ix) cause adversely affect the tax characterization of the Notes or any Class of Related Series Notes of any Series that was characterized as debt as at the time of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposesits issuance, and (iiy) cause any of the Issuers of any outstanding Series or applicable Co-Issuers to be treated as an “association, a publicly-” or “publicly traded partnership or a taxable mortgage pool partnership” taxable as a corporationcorporation or as a “taxable mortgage pool”, and (z) cause or constitute an event in which any taxable gain or loss would be recognized by any Noteholder, any holder of Related Series Notes or any of the Issuers or applicable Co-Issuers without the express written consent of any affected Noteholders of holders of Related Series Notes; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:

Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries with Notes Outstanding, and 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, the Environmental Indemnity Agreement, the Performance Undertaking Guaranties or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (ix) cause any Class of Notes adversely affect the tax characterization of any Series that was characterized outstanding Notes treated as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (iiy) cause the Issuer, or any of the Issuers of any outstanding Series portion thereof, to be treated classified as an “association, a publicly-” or “publicly traded partnership or a taxable mortgage pool partnership” taxable as a corporation, and as a “taxable mortgage pool”, or (z) cause or constitute an event in which any taxable gain or loss would be recognized by any Noteholder, or any of the Issuer without the express written consent of any affected Noteholders of holders of Notes; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Notes then Outstanding Notes affected thereby:

Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries (in the case of any Insurer Default that has occurred and is continuing, a decision of the holders of not less than 66 2/3% of the Aggregate Series Principal Balance will be necessary with respect to any actions to be taken by such Controlling Parties), and 20 days’ prior written notice to the Rating Agencies, the respective parties to the agreements listed below Transaction Documents may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreements, the Environmental Indemnity Agreement, the Performance Undertaking or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee and each Insurer shall have first received a Tax Opinion and an Opinion of Counsel to the effect that such amendment will not (i) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for federal income tax purposes or (ii) cause or constitute an event in which any U.S. federal income tax purposes, and (ii) cause gain or loss would be recognized by any of Noteholder or the Issuers of any outstanding Series to be treated as an association, a publicly-traded partnership or a taxable mortgage pool taxable as a corporationIssuer; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:

Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries with Notes Outstanding, and 20 10 days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, the Environmental Indemnity Agreement, the Performance Undertaking any Guaranty or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have 105 first received an a Tax Opinion of Counsel to the effect that such amendment will not (ix) cause the imposition of a tax on any Class of Notes of any Series that was characterized as debt as of the applicable Issuers, (y) cause the Notes or any Related Series Closing Date Notes to be characterized other than as indebtedness for U.S. federal income tax purposes, and (iiz) cause any of the Issuers of Notes or any outstanding related Series Notes to be treated as an association, deemed to have been exchanged for a publiclynew debt instrument pursuant to Treasury Regulation Section 1.1001-traded partnership or a taxable mortgage pool taxable as a corporation3; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby:

Supplemental Indentures With Consent. Without limiting Section 8.01, with With the consent of the Controlling Party of each SeriesSeries with Notes Outstanding, and 20 ten (10) days’ prior written notice to the Rating Agencies, the parties to the agreements listed below may enter into one or more indentures supplemental hereto, or one or more amendments hereto or to the Notes, the Property Management Agreement, the Property Transfer Agreementsany Mortgage, the Environmental Indemnity Agreement, the Performance Undertaking any Guaranty or any other Transaction Document for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions hereof or thereof or modifying in any manner the rights of the Noteholders hereunder or thereunder; provided, that no such supplemental indenture or amendment shall be effective unless the Indenture Trustee shall have first received an a Tax Opinion of Counsel to the effect that such amendment will not (ix) cause the imposition of a tax on any of the Issuers, (y) cause any Class of Notes of any Series that was characterized as debt as of the applicable Series Closing Date to be characterized other than as indebtedness for U.S. federal income tax purposes, and (iiz) cause any of the Issuers Notes of any outstanding Series to be treated as an association, deemed to have been exchanged for a publiclynew debt instrument pursuant to Treasury Regulation Section 1.1001-traded partnership or a taxable mortgage pool taxable as a corporation3; and provided, further, that no such supplemental indenture or amendment described in this section may, without the consent of the Noteholders of 100% of the Aggregate Series Principal Balance of the Outstanding Notes affected thereby: