Supplemental Indentures and Amendments. SECTION 9.01. Supplemental Indentures without the Consent of Holders. Without the consent of any Holders, the Company and the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto (which term shall include any Addendum to Subsidiary Guarantees), in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company or a Subsidiary Guarantor and the assumption by any such successor of the covenants of the Company or Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantees; or (b) to add to the covenants of the Company or a Subsidiary Guarantor for the benefit of the Holders or to surrender any right or power herein conferred upon the Company or a Subsidiary Guarantor; or (c) to add any additional Events of Default; or (d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee pursuant to the requirements of Section 6.09; or (e) to cure any ambiguity, to correct or supplement any provision herein or in the Subsidiary Guarantees which may be inconsistent with any other provision herein or therein, or to make any other provisions with respect to matters or questions arising under this Indenture or the Subsidiary Guarantees; provided that such action shall not adversely affect the interests of the Holders in any material respect; or (f) to add or release a Subsidiary Guarantor to or from the Subsidiary Guarantees as permitted by this Indenture; (g) to comply with any requirement of the Commission or state securities regulators in connection with the qualification of this Indenture under the TIA or any registration or qualification of the Notes (including the Subsidiary Guarantees) under the Securities Act or state securities laws; or (h) to make any other change that does not adversely affect the rights of any Holder.
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Supplemental Indentures and Amendments. SECTION 9.01. 13.01 Supplemental Indentures to this Indenture or any Related Security Document.
(1) Subject to Section 13.01(3) and Section 13.01(6), and in addition to amendments arising from the entering into of any Related Supplements, without the Consent of Holders. Without the consent of the Related Specified Creditors with respect to any Holdersand all Series of Notes or Classes of Notes, the Company and the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into the Trust and the Indenture Trustee may, and shall, upon the written request of the Administrative Agent or when so directed by this Indenture, make, execute, acknowledge and deliver deeds or indentures supplemental to this Indenture (which term as used in this Section 13.01(1) shall not include, for greater certainty, any Related Supplement), or to any Related Security Document which shall then form part of this Indenture or such Related Security Document, as applicable, (such deeds and indentures supplemental are herein sometimes referred to as an "Amendment") for any one or more indentures supplemental hereto (which term shall include any Addendum to Subsidiary Guarantees), in form satisfactory to the Trustee, for any of the following purposes:
(a) to evidence mortgaging, pledging, assuring, confirming or transferring to, or vesting in, the succession of another Person to the Company Indenture Trustee, or a Subsidiary Guarantor and the assumption by any such successor charging in favour of the covenants Indenture Trustee, any property, real or personal, immovable or movable, now owned or hereafter acquired by the Trust, and providing that the same become and be part of the Company or Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantees; orCollateral;
(b) correcting or amplifying the description of any property specifically charged by the Lien Hereof or intended so to add be;
(c) adding to the limitations or restrictions contained in this Indenture or in any Related Security Document further limitations or restrictions thereafter to be observed upon the ability of the Trust to deal with its property and assets;
(d) adding to the covenants of the Company Trust contained in this Indenture or a Subsidiary Guarantor in any Related Security Document for the benefit protection of all or any of the Holders or Related Specified Creditors with respect to surrender any right or power herein conferred upon the Company or a Subsidiary Guarantor; or
(c) to add any additional Events Series of Default; or
(d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee pursuant to the requirements of Section 6.09; orNotes;
(e) giving effect to cure any ambiguityNoteholder Direction of all outstanding Series of Notes and to any other request, demand, authorization, direction, notice, consent, waiver or other action given to correct or supplement taken by the Noteholders of all outstanding Series of Notes as provided for and in accordance with this Indenture, and, in respect of a particular Series of Notes or Class of Notes, the Related Supplement;
(f) making such provisions, not substantially inconsistent with this Indenture or any provision herein or in the Subsidiary Guarantees which Related Security Document, as may be inconsistent with any other provision herein necessary or therein, or to make any other provisions desirable with respect to matters or questions arising under hereunder or thereunder, including the making of any modifications in the forms of the Notes specified in this Indenture or (including, in the Subsidiary Guaranteescase where the Trust holds the Notes pursuant to a Book Entry System, preparing the form of Note, and creating, issuing, certifying and delivering of such Notes under such Book Entry System), which, subject to Section 12.04, in the opinion of the Indenture Trustee, are expedient to make; provided that, subject to Section 12.04, the Indenture Trustee shall be of the opinion that such action shall provisions do not individually or in the aggregate materially adversely affect the interests of the Holders in any material respect; orapplicable Noteholders;
(fg) without limiting Section 13.02, evidencing the succession, or successive successions, of any other Person to add the Issuer Trustee and the covenants and obligations of the Trust under this Indenture, any Related Supplement or release a Subsidiary Guarantor to or from under any Related Security Document assumed by any such successor in accordance with the Subsidiary Guarantees as permitted by provisions of this Indenture;
(gh) providing for altering the provisions of this Indenture in respect of the exchange or transfer of Notes;
(i) adding to or modifying, amending or eliminating any of the terms of this Indenture or of any Related Security Document, provided, however, that:
(i) notice of any such proposed addition, modification, amendment or limitation of the terms of this Indenture or of any Related Security Document shall be provided to the Rating Agencies and the Rating Agency Condition shall have been satisfied with respect to such proposed addition, modification, amendment or elimination;
(ii) no such addition, modification, amendment or elimination shall be effective with respect to any Notes which are outstanding at the time of such addition, modification, amendment or elimination; and
(iii) the Indenture Trustee may decline, in its discretion, to enter into any Amendment which would adversely affect its own rights, duties or immunities under this Indenture or otherwise;
(j) making any addition to, or modification, amendment or elimination of any of the terms of, this Indenture or a Related Security Document which, in the Opinion of Counsel, is necessary or advisable in order to incorporate, reflect or comply with any applicable law or requirement of any Governmental Authority of any jurisdiction, the Commission provisions of which apply to the Trust, the Issuer Trustee, the Indenture Trustee, this Indenture or state securities regulators such Related Security Document;
(k) making any addition to, or modification, amendment or elimination of any of the terms of, this Indenture or any Related Security Document which, (i) in connection the opinion of the Trust and, subject to Section 12.04, the Indenture Trustee, do not individually or in the aggregate materially adversely affect the interests of the Noteholders and (ii) satisfies the Rating Agency Condition; and
(l) making any changes or corrections in this Indenture or in any Related Security Document which Counsel to the Trust shall have advised the Trust and the Indenture Trustee are non-substantive corrections or changes or are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or any clerical omission or mistake or manifest error contained herein or therein, or in any deed, or indenture supplemental hereto or any related material contract.
(2) Subject to Section 13.01(3) and Section 13.01(6), and except as otherwise provided in any Related Supplement in relation to a Series of Notes, with the qualification consent by a Noteholder Direction of those Noteholders of all Series of Notes which would be materially adversely affected, from time to time, the Trust and the Indenture Trustee may, and shall, upon written request of the Administrative Agent or when so directed by this Indenture, make, execute, acknowledge and deliver deeds or indentures supplemental to this Indenture, the Related Supplement or to any Related Security Document which shall then form part of this Indenture under Indenture, the TIA Related Supplement or such Related Security Document, as applicable, for any registration purpose that is not authorized to be made by Section 13.01(1) or qualification Section 13.02 or by a Related Supplement; provided, however, that no such Amendment shall:
(a) reduce in any manner the amount of or delay the time of any payments (whether principal, interest or otherwise) to be made to the Noteholders then outstanding of a Series of Notes or Class of Notes, as applicable, or deposits of amounts to be so paid, without the consent of each affected holder of a Note then outstanding of such Series of Notes or Class of Notes, as applicable, who is present in person or by proxy at a meeting of such Noteholders called to consent to such reduction or delay in accordance with Article Eleven or pursuant to a document or documents in writing signed by each affected holder of Notes then outstanding of such Series of Notes or Class of Notes, as applicable, in accordance with Section 11.15;
(b) change the definition of or the manner of calculating amounts to which any holder of Notes then outstanding as applicable, is entitled hereunder, without the consent of each affected holder of a Note then outstanding of a Series of Notes or Class of Notes, as applicable, who is present in person or by proxy at a meeting of such Noteholders called to consent to such change in accordance with Article Eleven or pursuant to a document or documents in writing signed by each affected holder of Notes then outstanding of such Series of Notes or Class of Notes, as applicable, in accordance with Section 11.15;
(c) result in the reduction or withdrawal by the Rating Agency of its rating of a Series of Notes or Class of Notes, as applicable, without the consent of the holders of Notes then outstanding of such Series of Notes or Class of Notes, as applicable, representing more than 66-2/3% of the aggregate unpaid principal amount of the Notes then outstanding of such Series of Notes or Class of Notes, as applicable, represented at a meeting of the Noteholders of such Class of Notes or Series of Notes, as applicable, called to consent to such Amendment in accordance with Article Eleven or pursuant to a document or documents in writing signed by the holders of the Notes of such Series of Notes or Class of Notes, as applicable, in accordance with Section 11.15;
(including d) change who is required to consent in the Subsidiary Guaranteesproviso in Section 8.03 or in Section 13.03(2) under or reduce the Securities Act specified percentage of the aggregate unpaid principal amount of Notes then outstanding of a Series of Notes or state securities lawsClass of Notes or all applicable Series of Notes, as the case may be, required in Section 10.01(b) or 11.15, or in the definition of "Noteholder Direction" in Section 1.01, without the consent of each affected Noteholder of a Note then outstanding of such Series of Notes or Class of Notes or all applicable Series of Notes, as the case may be, who is present in person or by proxy at a meeting of such Noteholders called to consent to such reduction in accordance with Article Eleven or pursuant to a document or documents in writing signed by each affected holder of Notes then outstanding of such Series of Notes or Class of Notes or all applicable Series of Notes, as the case may be, in accordance with Section 11.15; or
(he) change who is required to make any other change that does not adversely affect the rights of any Holder.consent in this Section 13.01(2)(a), (b), (c) and
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Sources: Trust Indenture
Supplemental Indentures and Amendments. SECTION 9.01. 13.01 Supplemental Indentures to this Indenture or any Related Security Document.
(1) Subject to Section 13.01(3) and Section 13.01(6), and in addition to amendments arising from the entering into of any Related Supplements, without the Consent of Holders. Without the consent of the Related Specified Creditors with respect to any Holdersand all Series of Notes or Classes of Notes, the Company and the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into the Trust and the Indenture Trustee may, and shall, upon the written request of the Administrative Agent or when so directed by this Indenture, make, execute, acknowledge and deliver deeds or indentures supplemental to this Indenture (which term as used in this Section 13.01(1) shall not include, for greater certainty, any Related Supplement), or to any Related Security Document which shall then form part of this Indenture or such Related Security Document, as applicable, (such deeds and indentures supplemental are herein sometimes referred to as an “Amendment”) for any one or more indentures supplemental hereto (which term shall include any Addendum to Subsidiary Guarantees), in form satisfactory to the Trustee, for any of the following purposes:
(a) to evidence mortgaging, pledging, assuring, confirming or transferring to, or vesting in, the succession of another Person to the Company Indenture Trustee, or a Subsidiary Guarantor and the assumption by any such successor charging in favour of the covenants Indenture Trustee, any property, real or personal, immovable or movable, now owned or hereafter acquired by the Trust, and providing that the same become and be part of the Company or Subsidiary Guarantor contained herein, in the Notes and in the Subsidiary Guarantees; orCollateral;
(b) correcting or amplifying the description of any property specifically charged by the Lien Hereof or intended so to add be;
(c) adding to the limitations or restrictions contained in this Indenture or in any Related Security Document further limitations or restrictions thereafter to be observed upon the ability of the Trust to deal with its property and assets;
(d) adding to the covenants of the Company Trust contained in this Indenture or a Subsidiary Guarantor in any Related Security Document for the benefit protection of all or any of the Holders or Related Specified Creditors with respect to surrender any right or power herein conferred upon the Company or a Subsidiary Guarantor; or
(c) to add any additional Events Series of Default; or
(d) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee pursuant to the requirements of Section 6.09; orNotes;
(e) giving effect to cure any ambiguityNoteholder Direction of all outstanding Series of Notes and to any other request, demand, authorization, direction, notice, consent, waiver or other action given to correct or supplement taken by the Noteholders of all outstanding Series of Notes as provided for and in accordance with this Indenture, and, in respect of a particular Series of Notes or Class of Notes, the Related Supplement;
(f) making such provisions, not substantially inconsistent with this Indenture or any provision herein or in the Subsidiary Guarantees which Related Security Document, as may be inconsistent with any other provision herein necessary or therein, or to make any other provisions desirable with respect to matters or questions arising under hereunder or thereunder, including the making of any modifications in the forms of the Notes specified in this Indenture or (including, in the Subsidiary Guaranteescase where the Trust holds the Notes pursuant to a Book Entry System, preparing the form of Note, and creating, issuing, certifying and delivering of such Notes under such Book Entry System), which, subject to Section 12.04, in the opinion of the Indenture Trustee, are expedient to make; provided that, subject to Section 12.04, the Indenture Trustee shall be of the opinion that such action shall provisions do not individually or in the aggregate materially adversely affect the interests of the Holders in any material respect; orapplicable Noteholders;
(fg) without limiting Section 13.02, evidencing the succession, or successive successions, of any other Person to add the Issuer Trustee and the covenants and obligations of the Trust under this Indenture, any Related Supplement or release a Subsidiary Guarantor to or from under any Related Security Document assumed by any such successor in accordance with the Subsidiary Guarantees as permitted by provisions of this Indenture;
(gh) providing for altering the provisions of this Indenture in respect of the exchange or transfer of Notes;
(i) adding to or modifying, amending or eliminating any of the terms of this Indenture or of any Related Security Document, provided, however, that:
(i) notice of any such proposed addition, modification, amendment or limitation of the terms of this Indenture or of any Related Security Document shall be provided to the Rating Agencies and the Rating Agency Condition shall have been satisfied with respect to such proposed addition, modification, amendment or elimination;
(ii) no such addition, modification, amendment or elimination shall be effective with respect to any Notes which are outstanding at the time of such addition, modification, amendment or elimination; and
(iii) the Indenture Trustee may decline, in its discretion, to enter into any Amendment which would adversely affect its own rights, duties or immunities under this Indenture or otherwise;
(j) making any addition to, or modification, amendment or elimination of any of the terms of, this Indenture or a Related Security Document which, in the Opinion of Counsel, is necessary or advisable in order to incorporate, reflect or comply with any applicable law or requirement of any Governmental Authority of any jurisdiction, the Commission provisions of which apply to the Trust, the Issuer Trustee, the Indenture Trustee, this Indenture or state securities regulators such Related Security Document;
(k) making any addition to, or modification, amendment or elimination of any of the terms of, this Indenture or any Related Security Document which, (i) in connection the opinion of the Trust and, subject to Section 12.04, the Indenture Trustee, do not individually or in the aggregate materially adversely affect the interests of the Noteholders and (ii) satisfies the Rating Agency Condition; and
(l) making any changes or corrections in this Indenture or in any Related Security Document which Counsel to the Trust shall have advised the Trust and the Indenture Trustee are non-substantive corrections or changes or are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or any clerical omission or mistake or manifest error contained herein or therein, or in any deed, or indenture supplemental hereto or any related material contract.
(2) Subject to Section 13.01(3) and Section 13.01(6), and except as otherwise provided in any Related Supplement in relation to a Series of Notes, with the qualification consent by a Noteholder Direction of those Noteholders of all Series of Notes which would be materially adversely affected, from time to time, the Trust and the Indenture Trustee may, and shall, upon written request of the Administrative Agent or when so directed by this Indenture, make, execute, acknowledge and deliver deeds or indentures supplemental to this Indenture, the Related Supplement or to any Related Security Document which shall then form part of this Indenture under Indenture, the TIA Related Supplement or such Related Security Document, as applicable, for any registration purpose that is not authorized to be made by Section 13.01(1) or qualification Section 13.02 or by a Related Supplement; provided, however, that no such Amendment shall:
(a) reduce in any manner the amount of or delay the time of any payments (whether principal, interest or otherwise) to be made to the Noteholders then outstanding of a Series of Notes or Class of Notes, as applicable, or deposits of amounts to be so paid, without the consent of each affected holder of a Note then outstanding of such Series of Notes or Class of Notes, as applicable, who is present in person or by proxy at a meeting of such Noteholders called to consent to such reduction or delay in accordance with Article Eleven or pursuant to a document or documents in writing signed by each affected holder of Notes then outstanding of such Series of Notes or Class of Notes, as applicable, in accordance with Section 11.15;
(b) change the definition of or the manner of calculating amounts to which any holder of Notes then outstanding as applicable, is entitled hereunder, without the consent of each affected holder of a Note then outstanding of a Series of Notes or Class of Notes, as applicable, who is present in person or by proxy at a meeting of such Noteholders called to consent to such change in accordance with Article Eleven or pursuant to a document or documents in writing signed by each affected holder of Notes then outstanding of such Series of Notes or Class of Notes, as applicable, in accordance with Section 11.15;
(c) result in the reduction or withdrawal by the Rating Agency of its rating of a Series of Notes or Class of Notes, as applicable, without the consent of the holders of Notes then outstanding of such Series of Notes or Class of Notes, as applicable, representing more than 66-2/3% of the aggregate unpaid principal amount of the Notes then outstanding of such Series of Notes or Class of Notes, as applicable, represented at a meeting of the Noteholders of such Class of Notes or Series of Notes, as applicable, called to consent to such Amendment in accordance with Article Eleven or pursuant to a document or documents in writing signed by the holders of the Notes of such Series of Notes or Class of Notes, as applicable, in accordance with Section 11.15;
(including d) change who is required to consent in the Subsidiary Guaranteesproviso in Section 8.03 or in Section 13.03(2) under or reduce the Securities Act specified percentage of the aggregate unpaid principal amount of Notes then outstanding of a Series of Notes or state securities lawsClass of Notes or all applicable Series of Notes, as the case may be, required in Section 10.01(b) or 11.15, or in the definition of “Noteholder Direction” in Section 1.01, without the consent of each affected Noteholder of a Note then outstanding of such Series of Notes or Class of Notes or all applicable Series of Notes, as the case may be, who is present in person or by proxy at a meeting of such Noteholders called to consent to such reduction in accordance with Article Eleven or pursuant to a document or documents in writing signed by each affected holder of Notes then outstanding of such Series of Notes or Class of Notes or all applicable Series of Notes, as the case may be, in accordance with Section 11.15; or
(he) change who is required to consent in this Section 13.01(2)(a), (b), (c) and (d) or reduce the specified percentage of the aggregate unpaid principal amount of Notes then outstanding of a Series of Notes or Class of Notes, as applicable, required in this Section 13.01(2)(e) to make consent to any such Amendment, without the consent of each affected holder of a Note then outstanding of such Series of Notes or Class of Notes or all applicable Series of Notes, as the case may be, who is present in person or by proxy at a meeting of such Noteholders called to consent to such reduction in accordance with Article Eleven or pursuant to a document or documents in writing signed by each affected holder of Notes then outstanding of such Series of Notes or Class of Notes or all applicable Series of Notes, as the case may be, in accordance with Section 11.15.
(3) Notwithstanding anything in Section 13.01(1) or Section 13.01(2) to the contrary, no Amendment may be made or taken pursuant to Section 13.01(1) or Section 13.01(2) which would have the result of reducing the entitlement of the beneficiaries of the Trust to receive a distribution of income from the Trust otherwise available to them; provided, however, that such Amendment shall be deemed not to have the result of reducing such entitlement if the Trust in its sole discretion determines that there is a reasonable basis to expect that, on an aggregate basis, the beneficiaries will receive, an annual distribution from the Collateral of, or will otherwise receive annually, at least $5000 but not more than $10,000.
(4) It shall not be necessary for the consent of the holders of Notes of any Series of Notes under this Section 13.01 or, unless provided in any Related Supplement, the other change that does not Related Specified Creditors with respect to any such Series of Notes whose consent is required as contemplated in Section 13.01(6), to approve the particular form of any proposed Amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof shall be subject to such reasonable requirements as the Indenture Trustee may prescribe from time to time.
(5) Any one of the purposes in Section 13.01(1), Section 13.02 and in any Related Supplement may from time to time be exercised independently or in combination with one or more other purposes in such Sections and such Related Supplement and none of the purposes in such Sections and such Related Supplement are exclusive of or dependent on any of the other purposes.
(6) Notwithstanding anything in Section 13.01(1) or Section 13.01(2) to the contrary, no Amendment may be made or taken pursuant to such Sections which would materially adversely affect the rights interests of any HolderPerson to whom the Trust has incurred a Secured Obligation in respect of a Series of Notes and whose consent to such Amendment is expressly required under the Related Supplement, without the consent of such Person so affected.
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