Common use of Without Consent of Holders of Notes Clause in Contracts

Without Consent of Holders of Notes. The Issuer, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposes: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 9 contracts

Sources: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder to: (a) to cure any ambiguity, omission, defect or inconsistency in this Indentureinconsistency; provided that this action shall not adversely affect the interests of Holders legal rights of the Notes in any material respectHolders hereunder are not materially adversely affected; (b) to evidence provide for the assumption by a successor to corporation of the Issuer as obligor or obligations of the Company or the General Partner as Guarantors under this Indenture in any transaction complying with Article 5 of this Indenture; (c) provide for uncertificated Notes in addition to make any change or in place of certificated Notes (provided that does not adversely affect the interests uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Holders Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of any Notes then outstandingthe Code); (d) add Subsidiary Guarantees or additional obligors with respect to provide for the issuance of additional Notes in accordance with the limitations set forth in this IndentureNotes; (e) to provide for secure the acceptance of appointment by a successor trustee Notes or facilitate the administration of the trusts under this Indenture by more than one trusteeSubsidiary Guarantees; (f) add to reflect the release covenants of the Company for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the General Partner, as Guarantors, in accordance with the provisions of this IndentureCompany; (g) to secure make any other change that does not materially and adversely affect the Notes;legal rights hereunder of any such Holder; or (h) make any change to add Guarantors comply with respect any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the TIA. The Company shall deliver to the Notes; or (i) to conform the text Trustee an Opinion of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent Counsel and Officers’ Certificate stating that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join amendment complies with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuerand (ii) after an amendment under this Section 9.01 becomes effective, the Guarantors and the Trustee without the consent Company shall mail a notice to Holders describing such amendments. Any failure of the Holders Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02such amended or supplemental indenture or waiver.

Appears in 9 contracts

Sources: Indenture (Mci Inc), Indenture (Mci Inc), Indenture (Mci Inc)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors and Company, the Subsidiary Guarantors, the Trustee may(as applicable and to the extent each is a party to the relevant document) may amend or supplement this Indenture, from time to timethe Notes, and at any time enter into an indenture or indentures supplemental and/or the Note Guarantees without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c3) to provide for the assumption of the Company’s or a Subsidiary Guarantor’s Obligations under the Notes or the Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Subsidiary Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d5) to conform the text of the Notes, this Indenture or the Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that “Description of Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision of the Notes, this Indenture or the Note Guarantees, which intent shall be evidenced by an Officer’s Certificate of the Company to that effect; (6) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture;; or (e7) to provide for allow any Subsidiary Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the acceptance of appointment by a successor trustee Notes or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, any Subsidiary Guarantor from its Note Guarantee in accordance with the provisions terms of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee, will join with the Issuer Company and the Subsidiary Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but neither the Trustee shall not nor any Agent will be obligated to, but to (although they may in its at their discretion, ) enter into any such amended or supplemental indenture that affects the Trustee’s their own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 8 contracts

Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)

Without Consent of Holders of Notes. The Issuer, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposes: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenturethe indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture the indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 8 contracts

Sources: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of an Issuer’s obligations to the Holders of Notes pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstandingHolder, provided that any change to conform this Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights hereunder of any Holder; (de) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (f) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; (eg) to provide for add any additional Guarantor with respect to the acceptance of appointment by a successor trustee Notes or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect evidence the release of the Company or the General Partner, as Guarantors, any Guarantor from its Subsidiary Guarantee in accordance with the provisions of this Indenture; (g) to secure the NotesArticle 10 hereof; (h) to add Guarantors comply with respect requirements of the SEC in order to effect or maintain the Notesqualification of this Indenture under the TIA; or (i) to conform evidence or provide for the text acceptance of appointment under this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation Indenture of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)successor Trustee. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 6 contracts

Sources: Indenture (Crosstex Energy Lp), Indenture (Crosstex Energy Lp), Indenture (Inergy L P)

Without Consent of Holders of Notes. The Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuer, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesGuarantees: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders of the Notes and Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s properties or assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingHolder; (de) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum as specified by an Officers’ Certificate; (g) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this IndentureIndenture as of the date hereof; (eh) to secure the Notes or the Guarantees pursuant to the requirements of Section 4.12 or otherwise; (i) to evidence the release of any Guarantor from its Guarantee, as provided in this Indenture, add any additional Guarantor or guarantee of the Notes; (j) to evidence or provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesa successor Trustee; or (ik) to conform provide for the text of this Indenture, any Note Guarantee or the Notes to any provision reorganization of the description thereof set forth Issuer as any other form of entity in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificateaccordance with Section 5.01(c). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 5 contracts

Sources: Indenture (California Resources Corp), Indenture (Range Resources Corp), Indenture (California Resources Corp)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes of one or more Series without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a) to cure any ambiguityambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, defect or inconsistency in to conform the provisions of this Indenture; provided that this action shall not adversely affect Indenture to the interests of Holders description of the Notes contained in any material respectthe prospectus or other offering document pursuant to which the Notes of one or more Series were sold, as evidenced by an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the offering document; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of all or any Series of Notes or that does not adversely affect the interests of the Holders rights hereunder of any Notes then outstandingHolder in any material respect, as evidenced by an Officer’s Certificate; (de) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of additional and establish the form and terms and conditions of Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment any Series as permitted by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure add guarantees with respect to the Notes;Notes of any Series or to provide security for the Notes of any Series; or (h) to add Guarantors evidence and provide for the acceptance of appointment hereunder by a successor Trustee or successor Trustees with respect to the Notes; or (i) Notes of one or more Series and to conform add to or change any of the text provisions of this Indenture, any Note Guarantee Indenture as shall be necessary to provide for or facilitate the Notes to any provision administration of the description thereof set forth trusts hereunder (provided that, in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation case of a provision in this Indenturesuccessor Trustee being appointed, the Trustee being succeeded need not execute such Note Guarantee amendment or the Notes (as certified in an Officers’ Certificatesupplement). Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 4 contracts

Sources: Indenture (Nerdwallet, Inc.), Indenture (Nerdwallet, Inc.), Indenture (Cineverse Corp.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNotes: (a1) to cure any ambiguity, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; provided addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that this action shall does not materially adversely affect any Holder; (3) to provide for the interests assumption of the Company's obligations to the Holders of the Notes in any material respect; (b) to evidence by a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturepursuant to Article 5 hereof; (c4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstandingHolder of Notes; (d5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to provide for the issuance of additional the Additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration Indenture as of the trusts under this Indenture by more than one trustee; (f) to reflect date hereof. Upon the release request of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 4 contracts

Sources: Indenture (Crown Castle International Corp), Indenture (Crown Castle International Corp), Indenture (Crown Castle International Corp)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of the Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental amend the Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under the Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any Notes, to modify the provisions relating to Global Notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of the Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions of Article XIII; (h) to make certain changes to the Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor Indenture or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that other provisions with respect to matters or questions arising under the Indenture, so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee the Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated August 14, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022024.

Appears in 3 contracts

Sources: Eighteenth Supplemental Indenture (Onemain Finance Corp), Eighteenth Supplemental Indenture (OneMain Holdings, Inc.), Eighteenth Supplemental Indenture

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuers, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesNote Guarantees: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Issuers’ or a Guarantor’s obligations to Holders of the Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s properties or assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingHolder; (de) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of notes” section of the Offering Memorandum to the extent that such provision in that “Description of notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect; (g) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (h) to allow any Guarantor to execute a supplemental indenture, or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in this Indenture; (ei) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof; or (j) to evidence or provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)successor Trustee. Upon the written request of the IssuerPartnership, accompanied and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 9.06 hereof, the Trustee is hereby authorized to will join with the Issuer Issuers and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 3 contracts

Sources: Indenture (SunCoke Energy Partners, L.P.), Indenture (SunCoke Energy Partners, L.P.), Indenture (SunCoke Energy Partners, L.P.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company, the Guarantor (with respect to a Guarantee of this Indenture) and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes of one or more Series without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a) to cure any ambiguityambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; provided, defect or inconsistency in however, that any amendment made solely to conform the provisions of this Indenture; provided that this action shall not adversely affect Indenture to the interests of Holders description of the Notes contained in any material respect; (b) the prospectus or other offering document pursuant to evidence a successor which the Notes of one or more Series were sold will not be deemed to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of such Notes, as evidenced by an Officer’s Certificate of the Company stating that such text constitutes an unintended conflict with the description of the corresponding provision in the offering document; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company’s or any Guarantors’ obligations to the Holders of the Notes then outstandingby a successor to the Company or any Guarantors, as applicable, pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder of any Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of additional and establish the form and terms and conditions of Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment any Series as permitted by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure add guarantees with respect to the NotesNotes of any Series or to provide security for the Notes of any Series; (h) to add Guarantors evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the NotesNotes of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or (i) to conform make any other change that does not materially adversely affect the text rights of this Indenture, any Note Guarantee or the Notes to any provision Holder of the description thereof set forth Notes, as determined conclusively by the Company in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)good faith. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 3 contracts

Sources: Indenture (Bunge Global SA), Indenture (Bunge Finance Europe B.V.), Indenture (Bunge Finance Europe B.V.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Issuers, the Subsidiary Guarantors and the Trustee maymay amend or supplement this Indenture, from time to timethe Notes, and at any time enter into an indenture the Subsidiary Guarantees or indentures supplemental the Collateral Documents without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Issuers’ or Subsidiary Guarantors’ obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of an Issuer’s or Subsidiary Guarantor’s assets; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstanding; (d) to provide for the issuance Holder of additional Notes in accordance with the limitations set forth in this Indenturea Note; (e) to provide for the acceptance of appointment by a successor trustee enter into additional or facilitate the administration of the trusts under this Indenture by more than one trustee;supplemental Subsidiary Guarantees pursuant to Section 10.02 hereof, or to enter into additional or supplemental Collateral Documents pursuant to Section 11.11 hereof; and (f) to reflect the release comply with requirements of the Company Commission in order to effect or maintain the General Partnerqualification of this Indenture under the TIA, as Guarantorsto comply with the procedures of the Trustee, in accordance DTC, any other Depositary or any other applicable entity with respect to the provisions of this Indenture; (g) Indenture and the Notes relating to secure the Notes; (h) to add Guarantors with respect to transfer of the Notes; or (ig) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent necessary to comply with the terms of the applicable regulations, rules, decrees, orders or decisions applicable to Gaming Businesses or issued by Gaming Authorities Laws or other applicable laws; provided, however, that such provision in the Listing Particulars was intended to be a verbatim recitation case of a provision in this Indenturechange pursuant to clause (a) or (e) above, such Note Guarantee or the Notes (as certified in Issuers shall deliver to the Trustee an Officers’ Certificate)Opinion of Counsel stating that the change does not adversely affect the right of any Holder of the Notes. Upon the written request of the Issuer, Issuers accompanied by a copy resolution of the resolutions of the Board of Directors certified by the General PartnerPartnership’s Secretary or Assistant Secretary Management Committee authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee is hereby authorized to shall join with the Issuer Issuers and the Subsidiary Guarantors in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 3 contracts

Sources: Indenture (Circus & Eldorado Joint Venture), Indenture (Circus & Eldorado Joint Venture), Indenture (Circus & Eldorado Joint Venture)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental amend this Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under this Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any Notes, to modify the provisions relating to Global Notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of this Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions of Article XIII; (h) to make certain changes to this Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in Indenture or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) to make any change that , so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated December 8, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022020.

Appears in 2 contracts

Sources: Eleventh Supplemental Indenture (OneMain Holdings, Inc.), Eleventh Supplemental Indenture

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of the Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental amend the Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under the Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any Notes, to modify the provisions relating to Global Notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of the Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions of Article XIII; (h) to make certain changes to the Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor Indenture or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that other provisions with respect to matters or questions arising under the Indenture, so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee the Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated March 4, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022025.

Appears in 2 contracts

Sources: Twentieth Supplemental Indenture (OneMain Holdings, Inc.), Twentieth Supplemental Indenture

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of an Issuer’s or Guarantor’s obligations to the Holders of Notes or a Subsidiary Guarantee pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstandingHolder, provided that any change to conform this Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights hereunder of any Holder; (de) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise; (f) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; (eg) to provide for add any additional Guarantor with respect to the acceptance of appointment by a successor trustee Notes or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect evidence the release of the Company or the General Partner, as Guarantors, any Guarantor from its Subsidiary Guarantee in accordance with the provisions of this Indenture; (g) to secure the NotesArticle 10 hereof; (h) to add Guarantors comply with respect requirements of the SEC in order to effect or maintain the Notesqualification of this Indenture under the TIA; or (i) to conform evidence or provide for the text acceptance of appointment under this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation Indenture of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)successor Trustee. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Company authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 2 contracts

Sources: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 below, the Guarantors Issuers, the Guarantors, and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Notes or indentures supplemental the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (ai) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bii) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of Certificated Notes; (ciii) to provide for the assumption of the Issuers’ or any Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes (including additional Note Guarantees or Liens securing the Notes) or that does not materially adversely affect the interests of the Holders rights under this Indenture of any Notes then outstandingsuch Holder; (dv) to provide for the issuance of additional Notes in accordance comply with the limitations set forth in this Indentureprovisions of Section 4.18; (evi) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the NotesTrustee; or (ivii) to conform provide for the text issuance of Additional Notes in accordance with this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Issuers authorizing the execution of any such amended or supplemental indentureIndenture, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Issuers in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 2 contracts

Sources: Indenture (Cablevision Systems Corp /Ny), Indenture (Cablevision Systems Corp /Ny)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes or the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a1) to cure any ambiguity, omission, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence provide for the assumption by a successor to corporation of the Issuer as obligor or obligations of the Company or the General Partner as Guarantors under this Indenture; (c3) to provide for uncertificated Notes in addition to or in place of certificated notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (4) to add Guarantees with respect to the Notes, to secure the Notes, to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company; (5) to make any change that does not adversely affect the interests of the Holders rights of any Notes then outstandingHolder; (d6) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA; (7) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes; or (8) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration Indenture as of the trusts under this Indenture by more than one trustee; (f) to reflect date hereof. Upon the release request of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall may in its discretion, but will not be obligated to, but may in its discretion, enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 2 contracts

Sources: Indenture (General Nutrition Companies Inc), Indenture (General Nutrition Centers Inc)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental amend this Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under this Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any Notes, to modify the provisions relating to Global Notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of this Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions of Article XIII; (h) to make certain changes to this Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in Indenture or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) to make any change that , so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated June 15, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022021.

Appears in 2 contracts

Sources: Twelfth Supplemental Indenture (Onemain Finance Corp), Twelfth Supplemental Indenture

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding Section 9.02 hereof, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of any Holder of Notes, the Holders of Company, any Guarantor (with respect to a Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, the Notes hereto for one or more of the following purposesNote Guarantees: (ai) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bii) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (ciii) to provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect in any material respect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (dv) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (vi) to conform the text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” contained in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes, as evidenced by an Officers’ Certificate; (vii) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this IndentureIndenture as in effect on the date hereof; (eviii) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee; (ix) to comply with the rules of any applicable securities depository; (x) to add a co-issuer or co-obligor of the Notes; or (xi) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, Trustee in accordance with the applicable provisions of this Indenture;. (gb) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the IssuerCompany, accompanied and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 9.06 hereof, the Trustee is hereby authorized to shall join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 2 contracts

Sources: Indenture (Belden Inc.), Indenture (Belden Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of the Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental amend the Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under the Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any Notes, to modify the provisions relating to Global Notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of the Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions of Article XIII; (h) to make certain changes to the Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor Indenture or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that other provisions with respect to matters or questions arising under the Indenture, so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee the Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated July 29, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022025.

Appears in 2 contracts

Sources: Twenty Second Supplemental Indenture (OneMain Holdings, Inc.), Twenty Second Supplemental Indenture (Onemain Finance Corp)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of the Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental amend the Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under the Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any Notes, to modify the provisions relating to Global Notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of the Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions of Article XIII; (h) to make certain changes to the Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor Indenture or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that other provisions with respect to matters or questions arising under the Indenture, so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee the Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated October 31, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022024.

Appears in 2 contracts

Sources: Nineteenth Supplemental Indenture (Onemain Finance Corp), Nineteenth Supplemental Indenture

Without Consent of Holders of Notes. The Without the consent of any Holders, the Issuer, when authorized by a resolution of the Guarantors Issuer’s Board of Directors, and the Trustee mayTrustee, at any time and from time to time, and at any time may enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, defect to correct any mistake, to correct or inconsistency supplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes , or to make other provisions in any material respect; (b) regard to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c2) to make any change evidence that does not adversely affect another Person has become a successor of an Obligor and that the interests of successor assumes such Obligor’s covenants, agreements, and obligations in this Indenture and in the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e3) to provide for the acceptance of appointment by a successor trustee or facilitate the administration surrender any of the trusts Obligors’ rights or powers under this Indenture by more than one trustee; (f) or add to reflect the release Obligors’ covenants further covenants for the protection of the Company Holders of all or the General Partner, as Guarantors, in accordance with the provisions either series of this Indenture; (g) to secure the Notes; (h4) to add Guarantors with respect to any additional Events of Default for the benefit of the Holders of all or either series of Notes; or; (i5) to conform any provision in this Indenture to the text “Description of this IndentureNotes” in the Issuer’s Final Offering Memorandum, any Note Guarantee or dated January 4, 2021, relating to the initial offering of the Notes to any provision of (the description thereof set forth in the Listing Particulars “Offering Memorandum”), to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture and the Notes, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to secure the Notes; (7) provide for uncertificated Notes in this Indentureaddition to or in place of certificated Notes (provided, such Note Guarantee that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (8) make any change that does not adversely affect the rights of any Holder of Notes; (9) to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary one or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained more series and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties add to or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding change any of the provisions of this Indenture as necessary to provide for the administration of this Indenture by more than one trustee, pursuant to the requirements of Section 9.027.08 hereof; or (10) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

Appears in 2 contracts

Sources: Indenture, Indenture (Broadcom Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental amend this Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under this Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any Notes, to modify the provisions relating to Global Notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of this Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions of Article XIII; (h) to make certain changes to this Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in Indenture or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) to make any change that , so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated August 4, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022021.

Appears in 2 contracts

Sources: Thirteenth Supplemental Indenture (OneMain Holdings, Inc.), Thirteenth Supplemental Indenture

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental append this Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under this Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any notes, to modify the provisions relating to global notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of this Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions described under Article XIII; (h) to make certain changes to this Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in Indenture or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) to make any change that , so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated May 10, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022017.

Appears in 2 contracts

Sources: Third Supplemental Indenture (OneMain Holdings, Inc.), Third Supplemental Indenture

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to make provide for the assumption of the Company's or any change that does not adversely affect the interests of Guarantor's obligations to the Holders of any the Notes then outstandingin the case of a merger or consolidation pursuant to Article Five or Article 11 hereof, as the case may be; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including providing for additional Subsidiary Guarantees pursuant to Section 4.13 hereof) or that does not materially adversely affect the issuance legal rights hereunder of additional Notes in accordance with any Holder of the limitations set forth in this Indenture;Note; or (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration comply with requirements of the trusts under SEC in order to effect or maintain the qualification of this Indenture by more than one trustee; (f) to reflect under the release TIA. Upon the request of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee is hereby authorized to shall join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 2 contracts

Sources: Indenture (Iron Mountain Inc /De), Indenture (Iron Mountain Inc /De)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes or the note guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a1) to cure any ambiguity, omission, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence provide for the assumption by a successor to corporation of the Issuer as obligor or obligations of the Company or the General Partner as Guarantors under this Indenture; (c3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (4) to add Guarantees with respect to the Notes, to secure the Notes, to add to the covenants of the Company for the benefit of the Holders or to surrender any right or power conferred upon the Company; (5) to make any change that does not adversely affect the interests of the Holders rights of any Notes then outstandingHolder; (d6) to provide for comply with any requirement of the issuance of additional Notes SEC in accordance connection with the limitations set forth in this Indenture; (e) to provide for the acceptance qualification of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect under the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the NotesTIA; or (i7) to conform the text of this Indenture, any Note Guarantee the note guarantees or the Notes to any provision of the description thereof set forth in the Listing Particulars Description of Notes to the extent that such provision in the Listing Particulars Description of Notes was intended to be a verbatim recitation of a provision in of this Indenture, such Note Guarantee the note guarantees or the Notes (as certified in an Officers’ Certificate)Notes. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall may in its discretion, but will not be obligated to, but may in its discretion, enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 2 contracts

Sources: Indenture (Nutra Sales Corp), Indenture (Nutra Sales Corp)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental append this Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under this Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any Notes, to modify the provisions relating to Global Notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of this Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions of Article XIII; (h) to make certain changes to this Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in Indenture or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) to make any change that , so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated February 20, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022019.

Appears in 2 contracts

Sources: Seventh Supplemental Indenture (Springleaf Finance Corp), Seventh Supplemental Indenture

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Supplemental Indenture, the Company, the Guarantors and the Trustee maymay amend or supplement this Supplemental Indenture, from time to time, and at any time enter into an indenture the Guarantees or indentures supplemental the Notes without the consent of the any Holder or Holders of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency inconsistency; (b) to provide for uncertificated Notes in this Indenture; addition to or in place of certificated Notes, provided that this action shall such uncertificated notes are issued in registered form under Section 163(f)(5) of the Code; (c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes in the case of merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights under this Supplemental Indenture of Holders any Holder of the Notes in any material respect; (be) to evidence a successor comply with requirements of the SEC in order to effect or maintain the Issuer as obligor or qualification of this Supplemental Indenture under the Company or the General Partner as Guarantors under this IndentureTIA; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (df) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Supplemental Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Supplemental Indenture, any Note Guarantee the Notes or the Notes Guarantees to any provision of the description thereof set forth in the Listing Particulars Description of Notes to the extent that such provision in the Listing Particulars Description of Notes was intended to be a verbatim recitation of a provision in of this Supplemental Indenture, such Note Guarantee the Notes or the Guarantees; (h) to allow any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; (i) to evidence and provide for the acceptance of appointment by a successor trustee; (j) to add guarantees with respect to the Notes; (k) to secure the Notes; or (l) to release any Lien granted in favor of the Holders of the Notes (as certified in an Officers’ Certificate)pursuant to Section 4.07 hereof upon release of the Lien securing the underlying obligation that gave rise to such Lien. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 2 contracts

Sources: Eleventh Supplemental Indenture (BALL Corp), Twelfth Supplemental Indenture (BALL Corp)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental append this Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under this Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any notes, to modify the provisions relating to global notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of this Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions described under Article XIII; (h) to make certain changes to this Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in Indenture or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) to make any change that , so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated December 5, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022017.

Appears in 2 contracts

Sources: Fourth Supplemental Indenture (Springleaf Finance Corp), Fourth Supplemental Indenture

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.2 hereof, the Issuers, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to timethe Notes or any Guarantee, and at any time enter into an indenture or indentures supplemental without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to make any change that does not adversely affect provide for the interests assumption of the Issuers’ obligations to the Holders of any the Notes then outstandingin the case of a merger or consolidation pursuant to Article V hereof; (d) to provide for additional Guarantors as set forth in Section 4.15 hereof or for the release or assumption of a Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights hereunder of any Holder of the Note; (f) to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; or (g) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration Indenture as of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)date hereof. Upon the written request of the Issuer, Issuers accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Issuers in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee may, but shall not be obligated to, but may in its discretion, enter into any such amended or supplemental indenture Indenture that adversely affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 2 contracts

Sources: Indenture (Douglas Dynamics, Inc), Indenture (Douglas Dynamics, Inc)

Without Consent of Holders of Notes. The Issuer, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposes: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenturethe indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture the indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars Prospectus to the extent that such provision in the Listing Particulars Prospectus was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 2 contracts

Sources: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental amend this Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under this Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any Notes, to modify the provisions relating to Global Notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of this Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions of Article XIII; (h) to make certain changes to this Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in Indenture or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) to make any change that , so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated May 7, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022019.

Appears in 2 contracts

Sources: Eighth Supplemental Indenture (OneMain Holdings, Inc.), Eighth Supplemental Indenture (Springleaf Finance Corp)

Without Consent of Holders of Notes. The Issuer, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposes: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenturethe indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture the indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars Offering Memorandum was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Digital Realty Trust, Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.2 of this Indenture, the Issuers, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Notes or indentures supplemental the Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture and to cure any ambiguity, defect or inconsistency so long as such changes do not, in this Indenture; provided that this action shall not the opinion of the Trustee, adversely affect the interests rights of Holders any of the Notes Holders in any material respect;. (b) to evidence a successor provide for uncertificated notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Issuers' obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of such entity's assets pursuant to Article V hereof; (d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; or (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights hereunder of any Holder of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the IssuerIssuers, accompanied by a copy of the resolutions resolution of the Board of Directors certified (evidenced by the General Partner’s Secretary or Assistant Secretary an Officers' Certificate) authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.2 hereof, the Trustee shall join with the Issuer and the Guarantors Issuers in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Aas Capital Corp)

Without Consent of Holders of Notes. The IssuerWithout the consent of any Holders, the Guarantors Issuers, when authorized by a resolution of either Issuer’s Board of Directors, and the Trustee mayTrustee, at any time and from time to time, and at any time may enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, defect to correct any mistake, to correct or inconsistency supplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes , or to make other provisions in any material respect; (b) regard to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c2) to make any change evidence that does not adversely affect another Person has become a successor of an Obligor and that the interests of successor assumes such Obligor’s covenants, agreements, and obligations in this Indenture and in the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e3) surrender any of the Obligors’ rights or powers under this Indenture, including the removal of all or any portion of the guarantee release provisions with respect to provide Broadcom Cayman LP described under Section 11.03, or add to the Obligors’ covenants further covenants for the acceptance of appointment by a successor trustee or facilitate the administration protection of the trusts under this Indenture by more than one trustee; (f) to reflect the release Holders of the Company all or the General Partner, as Guarantors, in accordance with the provisions any series of this Indenture; (g) to secure the Notes; (h4) to add Guarantors with respect to any additional Events of Default for the benefit of the Holders of all or any series of Notes; or; (i5) to conform any provision in this Indenture to the text “Description of this IndentureNotes” in the Issuers’ Final Offering Memorandum, any Note Guarantee or dated October 10, 2017, relating to the initial offering of the Notes to any provision of (the description thereof set forth in the Listing Particulars “Offering Memorandum”), to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture and the Notes, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to secure the Notes; (7) provide for uncertificated Notes in this Indenture, such Note Guarantee addition to or in place of certificated Notes; (8) make any change that does not adversely affect the rights of any Holder of Notes; (9) to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary one or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained more series and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties add to or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding change any of the provisions of this Indenture as necessary to provide for the administration of this Indenture by more than one trustee, pursuant to the requirements of Section 9.027.08 hereof; or (10) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

Appears in 1 contract

Sources: Indenture (Broadcom Cayman L.P.)

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding Section 9.02 of this Indenture, the Guarantors Company, the Guarantors, and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (ai) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in this Indenture and in the Notes; or (ii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to add additional Events of Defaults; or (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; or (v) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; or (vi) to secure the Notes; or (vii) to cure any ambiguity, defect to correct or inconsistency supplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in , or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) , provided that such actions pursuant to make any change that does this clause do not adversely affect the interests of the Holders of in any Notes then outstanding;material respect; or (dviii) to comply with any requirements of the Commission in order to effect and maintain the qualification of this Indenture under the Trust Indenture Act; or (ix) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture;Indenture as of its date; or (ex) to provide for the acceptance of appointment by allow any Guarantor to execute a successor trustee or facilitate the administration of the trusts under this supplemental Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors and a Guarantee with respect to the Notes; or or (ixi) to conform provide for the text issuance of the Exchange Notes pursuant to the terms of this Indenture. Notwithstanding the foregoing, and so long as the Credit Agreement is outstanding, neither the Company nor the Trustee may amend any Note Guarantee provisions of this Indenture or the Notes to any provision concerning the subordination of the description thereof set forth in Notes and the Listing Particulars to Guarantees without the extent that such provision in prior written consent of the Listing Particulars was intended to be a verbatim recitation Agent Bank, acting on behalf of a provision in this Indenture, such Note Guarantee or the Notes Banks under the Credit Agreement. (as certified in an Officers’ Certificate). b) Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Renal Care Group Inc)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental append this Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under this Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any notes, to modify the provisions relating to global notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of this Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions described under Article XIII; (h) to make certain changes to this Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in Indenture or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) to make any change that , so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated May 9, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022018.

Appears in 1 contract

Sources: Sixth Supplemental Indenture

Without Consent of Holders of Notes. The Without the consent of any Holders, the Issuer, when authorized by a resolution of the Guarantors Issuer’s Board of Directors, and the Trustee mayTrustee, at any time and from time to time, and at any time may enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, defect to correct any mistake, to correct or inconsistency supplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes , or to make other provisions in any material respect; (b) regard to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c2) to make any change evidence that does not adversely affect another Person has become a successor of an Obligor and that the interests of successor assumes such Obligor’s covenants, agreements, and obligations in this Indenture and in the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e3) to provide for the acceptance of appointment by a successor trustee or facilitate the administration surrender any of the trusts Obligors’ rights or powers under this Indenture by more than one trustee; (f) or add to reflect the release Obligors’ covenants further covenants for the protection of the Company Holders of all or the General Partner, as Guarantors, in accordance with the provisions either series of this Indenture; (g) to secure the Notes; (h4) to add Guarantors with respect to any additional Events of Default for the benefit of the Holders of all or either series of Notes; or; (i5) to conform any provision in this Indenture to the text “Description of this IndentureNotes” in the Issuer’s Final Offering Memorandum, any Note Guarantee or dated April 6, 2020, relating to the initial offering of the Notes to any provision of (the description thereof set forth in the Listing Particulars “Offering Memorandum”), to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture and the Notes, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to secure the Notes; (7) provide for uncertificated Notes in this Indentureaddition to or in place of certificated Notes (provided, such Note Guarantee that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (8) make any change that does not adversely affect the rights of any Holder of Notes; (9) to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary one or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained more series and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties add to or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding change any of the provisions of this Indenture as necessary to provide for the administration of this Indenture by more than one trustee, pursuant to the requirements of Section 9.027.08 hereof; or (10) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

Appears in 1 contract

Sources: Indenture (Broadcom Inc.)

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding Section 9.02, with respect to the Notes, the Guarantors Company, the Guarantors, and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Notes or indentures supplemental the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (ai) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bii) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (ciii) to provide for the assumption of any of the Company's or Guarantor's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of such the Company's or Guarantor's assets; (iv) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (dv) to provide for comply with requirements of the issuance Commission in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in this IndentureTIA; (evi) to comply with Section 4.18; (vii) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trusteeTrustee; (fviii) to reflect provide for the release issuance of the Company or the General Partner, as Guarantors, Additional Notes in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (iix) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in section of the Listing Particulars Offering Memorandum entitled “Description of Notes” to the extent that such provision in this Indenture or the Listing Particulars Notes was intended to be a verbatim recitation conform to the text of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)“Description of Notes”. Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of any documents requested under Section 7.02(b) hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Windstream Corp)

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding Section 9.02 hereof, the Guarantors Issuers, any Guarantor (with respect to a Note Guarantee or this Indenture), the Trustee and the Master Collateral Agent (with respect to any Collateral Document), subject to the restrictions in the Collateral Agency and Accounts Agreement, may amend or supplement this Indenture and any of the Collateral Documents (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Collateral Document) without the consent of any Holder and the Issuers may direct the Trustee, and the Trustee mayshall (upon receipt of the documents required by the last paragraph of this Section 9.01), from time to time, and at any time enter into an indenture amendment to this Indenture or indentures supplemental any of the Collateral Documents, as applicable, to: (i) effect the issuance of additional Notes of a Series in accordance with the terms of this Indenture and the Collateral Documents or terms of thereof (including by increasing (but, for the avoidance of doubt, not decreasing), the amount of amortization due and payable with regard to any outstanding series of Notes); or amend or supplement any Intercreditor Agreement; provided, that no such agreement shall amend, modify or otherwise directly and adversely affect the rights or duties of the Trustee under this Indenture or any Collateral Document without its prior written consent; (ii) evidence the consent succession of another Person to Loyalty Co or Delta pursuant to a consolidation, merger or conveyance, transfer or lease of assets permitted under this Indenture; (iii) surrender any right or power conferred upon the Issuers or any Guarantors; (iv) add to the covenants such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes hereto Notes, and to add any additional Events of Default for one or more of the following purposes:Notes; (av) (x) to cure any ambiguity, omission, mistake, defect or inconsistency (as reasonably determined in good faith by Delta), (y) effect administrative changes of a technical or immaterial nature and (z) correct or cure any incorrect cross references or similar inaccuracies and such amendment shall be deemed approved by the Holders if the Holders shall have received at least five (5) Business Days’ prior written notice of such change and the Trustee shall not have received, within five (5) Business Days of the date of such notice to the Holders, a written notice from the Permitted Noteholders of each Series stating that such Permitted Noteholders object to such amendment; (vi) convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that this action Indenture as shall not adversely affect the interests of Holders any holders of Notes; (vii) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any supplemental Indenture under the Trust Indenture Act as then in effect; (viii) to add to or change any provisions of this Indenture to such extent as necessary to permit or facilitate the issuance of the Notes of a Series in bearer or uncertificated form, provided that any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does such action shall not adversely affect the interests of the Holders of Notes of such Series in any Notes then outstandingmaterial respect; (dix) (A) effect the granting, perfection, protection, expansion or enhancement of any security interest for the benefit of the Senior Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, (B) as required by local law or advice of counsel to give effect to, or protect any security interest for the benefit of the Senior Secured Parties, in any property or so that the security interests therein comply with applicable requirements of law, or (C) to cure ambiguities, omissions, mistakes or defects (as reasonably determined in good faith by Delta with respect to this Indenture or the Collateral Controlling Party, as applicable, in the case of any Collateral Document) or to cause such guarantee, collateral or security document or other document to be consistent with this Indenture and the Collateral Documents; (x) provide additional guarantees for the issuance Notes of additional Notes any Series; (xi) evidence the release of liens in favor of the Master Collateral Agent in the Collateral in accordance with the limitations set forth in terms of this IndentureIndenture or the Collateral Documents; (exii) to evidence and provide for the acceptance of appointment by of a separate or successor trustee Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the NotesTrustee; or (ixiii) to conform the text of this Indenturethe Notes, the Note Guarantees or any Note Guarantee or of the Notes Documents to any provision of the description thereof set forth section “Description of Notes” in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars Offering Memorandum was intended to be a verbatim recitation of a provision in this Indentureof the Notes, such the Note Guarantee Guarantees or any of the Notes (Documents, as certified set forth in an Officers’ Certificate). Officer’s Certificate delivered to the Trustee. (b) Upon the written request of the Issuer, accompanied Issuers and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 9.06 hereof, the Trustee is hereby authorized to shall join with the Issuer Issuers and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by Notwithstanding the provisions foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Indenture.

Appears in 1 contract

Sources: Indenture (Delta Air Lines, Inc.)

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding Section 9.02, with respect to the Notes, the Issuers, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, the Notes and at any time enter into an indenture or indentures supplemental the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (ai) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bii) to evidence provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of any of the Issuers’ or Guarantor’s obligations to Holders of Notes in the case of a successor to merger or consolidation or sale of all or substantially all of such the Issuer as obligor Issuers’ or Guarantor’s assets in accordance with the Company or the General Partner as Guarantors under terms of this Indenture; (civ) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the interests of legal rights under this Indenture or the Holders of any Notes then outstandingNotes; (dv) to provide for comply with requirements of the issuance Commission in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in this IndentureTIA; (evi) to comply with Section 4.18; (vii) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trusteeTrustee; (fviii) to reflect provide for the release issuance of the Company or the General Partner, as Guarantors, Additional Notes in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (iix) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in section of the Listing Particulars Offering Memorandum entitled “Description of the New Notes” to the extent that such provision in this Indenture or the Listing Particulars Notes was intended to be a verbatim recitation conform to the text of a provision in this Indenture, such Note Guarantee or “Description of the Notes (as certified in an Officers’ Certificate)New Notes”. Upon the written request of the IssuerIssuers, accompanied by a copy of the resolutions of the Board of Directors certified and upon receipt by the General Partner’s Secretary or Assistant Secretary authorizing the execution Trustee of any supplemental indenturedocuments requested under Section 7.02(b) hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Indenture.

Appears in 1 contract

Sources: Indenture (Windstream Services, LLC)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.2 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to make any change that does not adversely affect provide for the interests assumption of the Company’s obligations to the Holders of any the Notes then outstandingin the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article V; (d) to provide for the issuance of additional Notes in accordance comply with the limitations set forth requirements of the Commission in order to effect or maintain the qualification of this IndentureIndenture under the TIA; (e) to secure the Notes pursuant to the requirements of Section 4.6 or otherwise; (f) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this IndentureTrustee; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in “Description of the Listing Particulars Notes” section of the Final Memorandum to the extent that such provision in such “Description of the Listing Particulars Notes” section was intended to be a verbatim recitation of a provision in of this Indenture, such Note Guarantee Indenture or the Notes; or (h) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder of the Notes in any material respect. Upon the request of the Company, accompanied by a resolution of the Board (as certified in evidenced by an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary ) authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of any documents requested by it in accordance with Section 7.2 hereof, the Trustee shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Crum & Forster Holdings Corp)

Without Consent of Holders of Notes. The Without the consent of any Holders, the Issuer, when authorized by a resolution of the Guarantors Issuer’s Board of Directors, and the Trustee mayTrustee, at any time and from time to time, and at any time may enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, defect to correct any mistake, to correct or inconsistency supplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes , or to make other provisions in any material respect; (b) regard to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c2) to make any change evidence that does not adversely affect another Person has become a successor of an Obligor and that the interests of successor assumes such Obligor’s covenants, agreements, and obligations in this Indenture and in the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e3) to provide for the acceptance of appointment by a successor trustee or facilitate the administration surrender any of the trusts Obligors’ rights or powers under this Indenture by more than one trustee; (f) or add to reflect the release Obligors’ covenants further covenants for the protection of the Company Holders of all or the General Partner, as Guarantors, in accordance with the provisions either series of this Indenture; (g) to secure the Notes; (h4) to add Guarantors with respect to any additional Events of Default for the benefit of the Holders of all or either series of Notes; or; (i5) to conform any provision in this Indenture to the text “Description of this IndentureNotes” in the Issuer’s Offering Memorandum, any Note Guarantee or dated May 5, 2020, relating to the Notes to any provision of (the description thereof set forth in the Listing Particulars “Offering Memorandum”), to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture and the Notes, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to secure the Notes; (7) provide for uncertificated Notes in this Indentureaddition to or in place of certificated Notes (provided, such Note Guarantee that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (8) make any change that does not adversely affect the rights of any Holder of Notes; (9) to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary one or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained more series and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties add to or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding change any of the provisions of this Indenture as necessary to provide for the administration of this Indenture by more than one trustee, pursuant to the requirements of Section 9.027.08 hereof; or (10) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

Appears in 1 contract

Sources: Indenture (Broadcom Inc.)

Without Consent of Holders of Notes. The (a) Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Guarantors, and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (ai) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (bii) to evidence provide for uncertificated Notes in addition to or in place of certificated Notes; (iii) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders of Notes in the case of a successor to merger or consolidation or sale of all or substantially all of the Issuer as obligor Issuer’s or the Company or the General Partner as Guarantors such Guarantor’s assets, in each case, which is permitted under this Indenture; (civ) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (dv) to comply with the provisions described under Section 4A.09 or Article Ten; (vi) to evidence and provide for the acceptance of appointment of a successor Trustee; or (vii) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture;. (eb) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, Issuer accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of any documents requested under Section 7.02(b) hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture, to Indenture authorized or permitted by the terms of this Indenture and make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Haights Cross Operating Co)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.2 of this Indenture, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to timethe Notes or any Guarantee, and at any time enter into an indenture or indentures supplemental without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a1) to cure any ambiguity, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; provided that this action shall not adversely affect addition to or in place of certificated Notes; (3) to provide for the interests assumption of the Company's obligations to the Holders of the Notes in any material respectthe case of a merger or consolidation pursuant to Article V hereof; (b4) to evidence provide for additional Guarantors as set forth in Section 4.16 or for the release or assumption of a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under Guarantee in compliance with this Indenture; (c5) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests rights hereunder of any Holder of the Holders of any Notes then outstandingNote; (d6) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance comply with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors Depositary, Euroclear or Cedel or the Trustee with respect to the Notesprovisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; or (i7) to conform comply with requirements of the text SEC in order to effect or maintain the qualification of this Indenture, any Note Guarantee or Indenture under the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)TIA. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that adversely affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Panolam Industries Inc)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.2 of this Indenture, the Guarantors Issuer and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental append this Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to covenants of the Issuer or to add guarantees of any Person (including the PTP Parent) for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under this Indenture; (c) to add any Events of Default; (d) to make any amendment to the provisions of this Indenture relating to the transfer and legending of the following purposes:Notes as permitted under this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes so long as in any such case the interests of the Holder of the Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to make certain changes to this Indenture to provide for the issuance of Additional Notes; (h) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in Indenture or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) to make any change that , so long as the action does not adversely affect the interests of the Holders of the Notes in any Notes then outstandingmaterial respect, including actions with respect to the Proposed PTP Conversion; (di) to add a Guarantee of the Notes or to release a Guarantor upon its sale or Designation as an Unrestricted Entity or other permitted release from its Guarantee, in each case, in accordance with this Indenture; (j) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (k) to provide for the issuance of additional Notes in accordance exchange notes registered with the limitations set forth in this IndentureSEC or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (el) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) make any amendment to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture; (g) , including, without limitation, to secure facilitate the issuance and administration of the Notes; ; provided, however, that (hi) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to add Guarantors with respect to the transfer Notes; or (im) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureIssuer’s offering memorandum dated October 28, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)2015. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any supplemental such modified or amended indenture, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any supplemental such modified or amended indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (CIFC Corp.)

Without Consent of Holders of Notes. The Without the consent of any Holders, the Issuer, when authorized by a resolution of the Guarantors Issuer’s Board of Directors, and the Trustee mayTrustee, at any time and from time to time, and at any time may enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, defect to correct any mistake, to correct or inconsistency supplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes , or to make other provisions in any material respect; (b) regard to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c2) to make any change evidence that does not adversely affect the interests another Person has become a successor of the Holders of any Notes then outstanding; (d) to provide for Issuer and that the issuance of additional successor assumes the Issuer’s covenants, agreements, and obligations in this Indenture and in the Notes in accordance with the limitations set forth in this Indenture; (e3) to provide for the acceptance of appointment by a successor trustee or facilitate the administration surrender any of the trusts Issuer’s rights or powers under this Indenture by more than one trustee; (f) or add to reflect the release Issuer’s covenants further covenants for the protection of the Company Holders of all or the General Partner, as Guarantors, in accordance with the provisions either series of this Indenture; (g) to secure the Notes; (h4) to add Guarantors with respect to any additional Events of Default for the benefit of the Holders of all or either series of Notes; or; (i5) to conform any provision in this Indenture to the text “Description of this IndentureNotes” in the Issuer’s Offering Memorandum, any Note Guarantee or dated March 31, 2022, relating to the Notes to any provision of (the description thereof set forth in the Listing Particulars “Offering Memorandum”), to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture and the Notes, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to secure the Notes; (7) provide for uncertificated Notes in this Indentureaddition to or in place of certificated Notes (provided, such Note Guarantee that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (8) make any change that does not adversely affect the rights of any Holder of Notes; (9) to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary one or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained more series and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties add to or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding change any of the provisions of this Indenture as necessary to provide for the administration of this Indenture by more than one trustee, pursuant to the requirements of Section 9.027.08 hereof; or (10) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

Appears in 1 contract

Sources: Indenture

Without Consent of Holders of Notes. The Issuer, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend this Indenture or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder to: (a) add to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests covenants of the Company for the benefit of the Holders of the Notes in any material respectNotes; (b) to evidence a successor to surrender any right or power herein conferred upon the Issuer as obligor or the Company or the General Partner as Guarantors under this IndentureCompany; (c) provide for conversion rights of Holders of Notes if any reclassification or change of the Common Stock or any consolidation, merger or sale of all or substantially all of the Company's assets occurs; (d) provide for the assumption of the Company's obligations to make any change the Holders of Notes in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition pursuant to ARTICLE VII; (e) increase the Conversion Rate; provided, however, that does such increase in the Conversion Rate shall not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance after taking into account tax and other consequences of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trusteesuch increase); (f) require the Company to reflect settle its Conversion Obligation in cash with respect to the release principal amount of Notes surrendered for conversion if a Principal Conversion Settlement Election has been made; (g) comply with the requirements of the Company SEC in order to effect or maintain the General Partnerqualification of this Indenture under the TIA; (h) make any changes or modifications necessary in connection with the registration of the Notes under the Securities Act as contemplated in the Registration Rights Agreement; provided, as Guarantorshowever, that such action pursuant to this clause (h) does not, in accordance the good faith opinion of the Board of Directors (as evidenced by a Board Resolution on which the Trustee may conclusively rely), adversely affect the interests of the Holders of Notes in any material respect; (i) to evidence and provide the acceptance of the appointment of a successor trustee hereunder; (j) add guarantees with respect to the Notes or secure the Notes; (k) cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Indenture which the Company may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture; ; provided, however, that such action pursuant to this clause (gk) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenturedoes not, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions good faith opinion of the Board of Directors certified (as evidenced by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, a Board Resolution on which the Trustee is hereby authorized may conclusively rely), adversely affect the interests of the Holders of Notes in any material respect; (l) evidence the succession of another Person to join with the Issuer Company or any other obligor upon the Notes, and the Guarantors assumption by any such successor of the covenants of the Company or such obligor herein and in the execution of any such supplemental indentureNotes, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by each case in compliance with the provisions of this Section 9.01 may be executed by Indenture; or (m) add or modify any other provisions herein with respect to matters or questions arising hereunder which the Issuer, the Guarantors Company and the Trustee without may deem necessary or desirable and which in the consent good faith opinion of the Board of Directors (as evidenced by a Board Resolution on which the Trustee may conclusively rely) shall not adversely affect the interests of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Notes.

Appears in 1 contract

Sources: Indenture (Cray Inc)

Without Consent of Holders of Notes. The Notwithstanding Section 9.02 hereof, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee may, from time to time, may amend or supplement this Indenture and at any time enter into an indenture Guarantee or indentures supplemental Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a) to cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer or in place of certificated Notes, provided that uncertificated Notes are properly treated as obligor or the Company or the General Partner as Guarantors under this Indenturein registered form for U.S. federal income tax purposes; (c) to make any change that does not adversely affect comply with the interests covenant relating to mergers, amalgamations, consolidations and sales of the Holders of any Notes then outstandingassets; (d) to provide for the issuance assumption by a successor Person of additional Notes in accordance with the limitations set forth in this IndentureIssuer’s or any Guarantor’s obligations to the Holders; (e) to make any change that would provide for any additional rights or benefits to the acceptance of appointment by a successor trustee Holders or facilitate that does not materially adversely affect the administration of the trusts legal rights under this Indenture by more than one trusteeof any such Holder; (f) to reflect add covenants for the release benefit of the Company Holders or to surrender any right or power conferred upon the General Partner, as Guarantors, Issuer or any Guarantor; (g) to provide for the issuance of Additional Notes in accordance with the provisions terms of this Indenture; (gh) to secure the Notes[Reserved]; (hi) to evidence and provide for the acceptance and appointment under this Indenture or, if applicable, any Intercreditor Agreement of a successor Trustee or Paying Agent thereunder pursuant to the requirements thereof; (j) to make any amendment to the provisions of this Indenture relating to the transfer or legending of the Notes or to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (k) to add Guarantors a Guarantor under this Indenture or to release a Guarantor in accordance with respect to the Notesterms of this Indenture; or (il) to conform the text of this Indenture, any Note Guarantee or Guarantees, the Notes or, if applicable, any Intercreditor Agreement, to any provision of the description thereof set forth in “Description of the Listing Particulars Notes” section of the Offering Memorandum to the extent that such provision in the Listing Particulars “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision in of this Indenture, such Note Guarantee or any Guarantee, the Notes (or any Intercreditor Agreement as certified provided in an Officers’ Officer’s Certificate). The Trustee shall be entitled to request and rely absolutely on an Opinion of Counsel and on an Officer’s Certificate with respect to the above matters. Upon the written request of the Issuer, Issuer accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 13.02 hereof, the Trustee will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Allwyn Entertainment AG)

Without Consent of Holders of Notes. The Notwithstanding the first paragraph of Section 9.02, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may(to the extent a party thereto) may amend or supplement this Indenture, from time to timethe Escrow Agreement, the Notes and at any time enter into an indenture or indentures supplemental related Guarantee without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the Issuer as obligor or uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Company or the General Partner as Guarantors under this IndentureCode); (c3) to comply with Section 5.01; (4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests legal rights under this Indenture of any such Holder; (6) to add covenants for the benefit of the Holders of or to surrender any Notes then outstandingright or power conferred upon the Issuer or any Guarantor; (d7) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; (e) 8) to evidence and provide for the acceptance of and appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trusteeof a successor Trustee thereunder pursuant to the requirements thereof; (f9) to reflect the release of the Company add a Guarantor or the General Partner, as Guarantors, in accordance with the provisions of a parent guarantor under this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i10) to conform the text of this Indenture, any Note Guarantee the Escrow Agreement, the Guarantees or the Notes to any provision of the description thereof set forth in “Description of notes” section of the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars such “Description of notes” section was intended to be a verbatim recitation of a provision in of this Indenture, such Note Guarantee the Escrow Agreement, the Guarantees or the Notes; (11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as certified so amended would not result in an Officers’ Certificate)Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (12) to secure the Notes and/or the related Guarantees; and (13) to release any Guarantor from its Guarantee pursuant to this Indenture when permitted or required by this Indenture. Upon the written request of the Issuer, Issuer accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureindenture or escrow agreement, and upon receipt by the Trustee of the documents described in Section 7.02, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors (to the extent applicable) in the execution of any such amended and/or supplemental indentureindenture or escrow agreement, authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture and/or escrow agreement that affects the Trustee’s their own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Any supplemental indenture authorized The delivery of an Opinion of Counsel and an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors such Guarantor and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02applicable Supplemental Indenture.

Appears in 1 contract

Sources: Indenture (Patheon Holdings Cooperatief U.A.)

Without Consent of Holders of Notes. The IssuerWithout notice to or the consent of any Holders, the Guarantors Company and the Trustee mayGuarantor, when each is authorized by a Board Resolution,and the Trustee, at any time and from time to time, and at any time may enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto, in form satisfactory to such Trustee, for any of the following purposes: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (bi) to evidence a successor the succession of another corporation or other Person to the Issuer as obligor or the Company or the General Partner Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor, as Guarantors under this Indenturethe case may be, herein and in the Notes; (cii) to make any change that does not adversely affect add to the interests covenants of the Company or the Guarantor, for the benefit of the Holders of Notes of a particular tranche, to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure the Notes then outstandingof a particular tranche or to surrender any right or power herein conferred upon the Company or the Guarantor; (diii) to provide for add any additional Events of Default with respect to the issuance of additional Notes in accordance with the limitations set forth in this IndentureNotes; (eiv) to evidence and provide for the acceptance of appointment by hereunder of a successor trustee Trustee other than First Chicago, as Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one trusteehereunder; (fv) to reflect evidence and provide for the release acceptance of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors appointment hereunder by a successor Trustee with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained particular tranche and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties add to or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding change any of the provisions of Section 9.02this Indenture as shall be necessary to provide for or facilitate the administration of the trust hereunder; (vi) to add to the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Notes, as herein set forth, other conditions, limitations and restrictions thereafter to be observed; (vii) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the TIA; (viii) to cure any ambiguity, omission, defect or inconsistency; (ix) to make any other amendment, modification, change or supplement to this Indenture or the Notes of any tranche that does not materially adversely affect the rights of any Holder of any Notes of that tranche; (x) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; and (xi) to surrender any right or power conferred upon the Company or the Guarantor. The Trustee may waive compliance by the Company or the Guarantor with any provision of this Indenture or the Notes without notice to or consent of any Holder of any Notes if such waiver does not materially adversely affect the rights of any Holder of any Notes.

Appears in 1 contract

Sources: Indenture (Black & Decker Corp)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 hereof, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of any Holder, the Holders of Issuer and the Trustee may amend or supplement this Indenture or the Notes hereto for one or more of the following purposesto: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) provide for uncertificated Notes in addition to evidence or in place of Definitive Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the U.S. Internal Revenue Code of 1986, as amended); (c) provide for the assumption of the Issuer’s obligations to the Holders of the Notes by a successor to the Issuer as obligor in the case of a merger or consolidation or sale of all or substantially all of the Company or the General Partner as Guarantors under this IndentureIssuer’s assets pursuant to Article 5 hereof; (cd) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstandingsuch Holder; (de) conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” in the Issuer’s offering memorandum dated as of August 19, 2020, relating to the offering of the Initial Notes, to the extent that such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture or the Notes; (f) provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture as of the date of this Indenture; (eg) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes▇▇▇▇▇▇▇; (h) comply with the procedures of DTC, Euroclear or Clearstream; (i) allow a Person to add Guarantors Guarantee the Issuer’s obligations under this Indenture and the Notes by executing a supplemental indenture with respect to the NotesNotes (or to release any such Person from such a Guarantee as provided or permitted by the terms of this Indenture and such Guarantee); (j) comply with requirements of applicable Gaming Laws or to provide for requirements imposed by applicable Gaming Authorities; or (ik) to conform the text of this Indenture, any Note Guarantee or provide for the Notes to any provision of become secured (or to release such security as permitted by this Indenture and the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificateapplicable security documents). Upon the written request of the Issuer, Issuer accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Sections 7.02 and 11.02 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Wynn Resorts LTD)

Without Consent of Holders of Notes. The Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Issuer, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesGuarantees: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders of the Notes and Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s properties or assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingHolder; (de) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum as specified by an Officer’s Certificate; (g) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this IndentureIndenture as of the date hereof; (eh) to secure the Notes or the Guarantees pursuant to the requirements of Section 4.12 or otherwise; (i) to evidence the release of any Guarantor from its Guarantee, as provided in this Indenture, or add any additional Guarantor or guarantee of the Notes; (j) to evidence or provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesa successor Trustee; or (ik) to conform provide for the text of this Indenture, any Note Guarantee or the Notes to any provision reorganization of the description thereof set forth Issuer as any other form of entity in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificateaccordance with Section 5.01(c). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (California Resources Corp)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.2 hereof, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to timethe Notes or any Guarantee, and at any time enter into an indenture or indentures supplemental without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to make any change that does not adversely affect provide for the interests assumption of the Company’s obligations to the Holders of any the Notes then outstandingin the case of a merger or consolidation pursuant to Article V hereof; (d) to provide for additional Guarantors as set forth in Section 4.16 or for the release or assumption of a Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights hereunder of any Holder of the Note; (f) to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (h) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration Indenture as of the trusts under this Indenture by more than one trustee; (f) to reflect date hereof. Upon the release request of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any Indenture unless such amended or supplemental indenture that Indenture adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and in which case the Trustee without the consent of the Holders of any of the Notes at the time outstandingmay in its discretion, notwithstanding any of the provisions of Section 9.02but shall not be obligated to, enter into such amended or supplemental Indenture.

Appears in 1 contract

Sources: Indenture (Steinway Musical Instruments Inc)

Without Consent of Holders of Notes. The Issuer(a) Without the consent of any Holder of the Notes, the Company, the Guarantors and the Trustee maymay modify, from time amend or supplement this Indenture, the Notes and the Guarantees: (1) to time, evidence the succession of another Person to the Company and at the assumption by any time enter into an indenture such successor of the covenants in this Indenture and in the Notes in accordance with Article 5 hereof; (2) to add to the Company’s covenants and those of any Guarantor or indentures supplemental without any other obligor upon the consent Notes for the benefit of the Holders of the Notes hereto for one or more of to surrender any right or power conferred upon the following purposes:Company or any Guarantor or any other obligor upon the Notes, as applicable, in this Indenture, in the Notes or in any Guarantees; (a3) to cure any ambiguity, defect or inconsistency to correct or supplement any provision in this Indenture; provided that this action shall not adversely affect the interests of Holders of , the Notes or any Guarantees that may be defective or inconsistent with any other provision in this Indenture, the Notes or any material respect; (b) Guarantees or make any other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) to make , the Notes or any change that does Guarantees; provided that, in each case, such provisions shall not adversely affect the interests of the Holders of any Notes then outstandingthe Notes; (d4) to provide for the issuance of additional Notes release any Guarantor in accordance with and if permitted by the terms of and limitations set forth in this Indenture to add a Guarantor or other guarantor under this Indenture; (e5) to provide for uncertificated Notes in addition to or in place of certificated Notes; (6) to make any other change that does not adversely affect the rights of any Holder of the Notes; (7) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts Trustee under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g8) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to secure the transfer Notes; (h) to add Guarantors with respect to the Notes; or (i9) to conform the text of this Indenture, any Note Guarantee or the Notes and the Guarantees to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars “Description of the Notes” was intended to be a verbatim recitation of this Indenture, the Notes or the Guarantees; (10) to mortgage, pledge, hypothecate or grant a provision security interest in favor of the Trustee for the benefit of the Holders of the Notes as additional security for the payment and performance of the Company’s and any Guarantor’s obligations under this Indenture, in any property, or assets; and (11) to provide for the issuance of Additional Notes in accordance with and if permitted by the terms of and limitations set forth in this Indenture, such Note Guarantee or the Notes . (as certified in an Officers’ Certificate). b) Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties duties, indemnities or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Liberty Global PLC)

Without Consent of Holders of Notes. The IssuerWithout the consent of any Holders, the Guarantors Issuers, when authorized by a resolution of either Issuer’s Board of Directors, and the Trustee mayTrustee, at any time and from time to time, and at any time may enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, defect to correct any mistake, to correct or inconsistency supplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes , or to make other provisions in any material respect; (b) regard to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c2) to make any change evidence that does not adversely affect another Person has become a successor of an Obligor and that the interests of successor assumes such Obligor’s covenants, agreements, and obligations in this Indenture and in the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e3) surrender any of the Obligors’ rights or powers under this Indenture, including the removal of all or any portion of the guarantee release provisions with respect to provide Broadcom Cayman LP described under Section 11.03, or add to the Obligors’ covenants further covenants for the acceptance of appointment by a successor trustee or facilitate the administration protection of the trusts under this Indenture by more than one trustee; (f) to reflect the release Holders of the Company all or the General Partner, as Guarantors, in accordance with the provisions any series of this Indenture; (g) to secure the Notes; (h4) to add Guarantors with respect to any additional Events of Default for the benefit of the Holders of all or any series of Notes; or; (i5) to conform any provision in this Indenture to the text “Description of this IndentureNotes” in the Issuers’ Final Offering Memorandum, any Note Guarantee or dated January 11, 2017, relating to the initial offering of the Notes to any provision of (the description thereof set forth in the Listing Particulars “Offering Memorandum”), to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture and the Notes, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to secure the Notes; (7) provide for uncertificated Notes in this Indenture, such Note Guarantee addition to or in place of certificated Notes; (8) make any change that does not adversely affect the rights of any Holder of Notes; (9) to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary one or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained more series and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties add to or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding change any of the provisions of this Indenture as necessary to provide for the administration of this Indenture by more than one trustee, pursuant to the requirements of Section 9.027.08 hereof; or (10) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

Appears in 1 contract

Sources: Indenture (Broadcom LTD)

Without Consent of Holders of Notes. The IssuerCompany, the Guarantors and the Trustee mayand the Collateral Trustee, from time as applicable, may amend or supplement this Indenture or the Security Documents as they apply to time, and at any time enter into an indenture or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a) to evidence the succession of another Person to the Company or the Parent pursuant to Section 5.01 and the assumption by such successor of the Company’s or the Parent’s covenants, agreements and obligations under this Indenture and with respect to the Notes; (b) to surrender any right or power conferred upon the Company or the Parent; (c) to add to the covenants such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes, and to add any additional Events of Default for the Notes for the benefit of the Holders of the Notes; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for a period of grace after Default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Notes to waive such Default; (d) to cure any ambiguity, defect ambiguity or inconsistency correct or supplement any provision contained in this Indenture; , in any supplemental indenture, Officer’s Certificate or in the Notes that may be defective or inconsistent with any other provision contained herein or therein; (e) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holder of the Notes; (f) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any supplemental indenture under the TIA as then in effect; (g) to add to or change any provisions of this Indenture to such extent as necessary to permit or facilitate the issuance of the Notes in bearer or uncertificated form, provided that this any such action shall not adversely affect the interests of Holders any Holder of the Notes in any material respect; (bh) to evidence a successor to provide additional security for the Issuer as obligor or the Company or the General Partner as Guarantors under this IndentureNotes; (ci) to provide additional guarantees for the Notes; (j) to make changes of a technical or conforming nature to the Collateral Trust Agreement, any intercreditor agreement, or any other Security Document, in each case in connection with (i) the incurrence of Indebtedness (including secured Indebtedness) or other obligations permitted to be incurred in accordance Section 4.08 herein or (ii) any Disposition or release of Collateral permitted in accordance with Section 4.15 herein. (k) to make any change that does not adversely affect the interests rights of any Holder of the Holders of any Notes then outstanding;Notes; or (dl) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to evidence and provide for the acceptance of appointment by of a separate or successor trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect . In addition, the release of the Company or the General Partner, as Guarantors, Security Documents may be amended in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform Article 11 hereof, (ii) Section 4.1 of the text Collateral Trust Agreement and (iii) Section 7.04 of this Indenture, any Note Guarantee the Second Lien Intercreditor Agreement (or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution corresponding provisions of any supplemental indenture, the Trustee is hereby authorized comparable intercreditor agreement entered into pursuant to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.0211.03 hereof).

Appears in 1 contract

Sources: Indenture (American Airlines, Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 10.02 of the Indenture, the Guarantors Issuers and the Trustee may, from time may amend or supplement the Indenture or the Notes without notice to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect defect, omission or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of Indenture or the Notes in any material respectNotes; (b) to evidence a successor to comply with the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturerequirements of Section 6.01; (c) to make any change that does not adversely affect the interests comply with requirements of the Holders SEC in order to effect or maintain the qualification of any Notes then outstandingthe Indenture under the TIA; (d) to evidence and provide for the issuance acceptance of additional Notes in accordance with the limitations set forth in this Indenturean appointment by a successor Trustee; (e) to provide for uncertificated Notes in addition to or in place of Certificated Notes, provided that the acceptance uncertificated Notes are issued in registered form for purposes of appointment by a successor trustee or facilitate the administration Section 163(f) of the trusts under this Indenture by more than one trusteeCode, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (f) to reflect the release provide for any Guarantee of the Company Notes, to secure the Notes or to confirm and evidence the General Partnerrelease, as Guarantorstermination or discharge of any Guarantee of or Lien securing the Notes when such release, in accordance with termination or discharge is permitted by the provisions of this Indenture; (g) to secure provide for the Notesissuance of Additional Notes in accordance with the terms of the Indenture; (h) to add Guarantors with respect conform to the Notes; orprovisions of the Prospectus; (i) to conform make any other change that does not materially and adversely affect the text rights of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation Holder of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)Note. Upon the written request of the Issuer, Issuers accompanied by a copy of the resolutions resolution of the Board of Directors certified by of the General Partner’s Secretary or Assistant Secretary Company, authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 10.06 hereof, the Trustee shall join with the Issuer and the Guarantors Issuers in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of the Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this the Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: First Supplemental Indenture (Cloud Peak Energy Resources LLC)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes of one or more Series without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguityambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, defect or inconsistency to conform the provisions of this Indenture to the description of the Notes contained in this Indenture; provided the prospectus or other offering document pursuant to which the Notes of one or more Series were sold, as evidenced by an Officer’s Certificate stating that this action shall such text constitutes an unintended conflict with the description of the corresponding provision in the offering document; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of all or any Series of Notes or that does not adversely affect the interests rights hereunder of Holders of the Notes any Holder in any material respect; (be) to evidence a successor comply with requirements of the SEC in order to effect or maintain the Issuer as obligor or qualification of this Indenture under the Company or the General Partner as Guarantors under this IndentureTIA; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (df) to provide for the issuance of additional and establish the form and terms and conditions of Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment any Series as permitted by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure add guarantees with respect to the Notes;Notes of any Series or to provide security for the Notes of any Series; or (h) to add Guarantors evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (i) Notes of one or more Series and to conform add to or change any of the text provisions of this Indenture, any Note Guarantee Indenture as shall be necessary to provide for or facilitate the Notes to any provision administration of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)trusts hereunder by more than one Trustee. Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties duties, privileges, indemnities, or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Bally's Corp)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Note Guarantees or indentures supplemental the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Company's or Guarantors' obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's assets; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the interests legal rights hereunder of any such Holder; or (e) to comply with requirements of the Holders SEC in order to effect or maintain the qualification of any Notes then outstandingthis Indenture under the TIA; (df) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration Indenture as of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture;date hereof; or (g) to secure the Notes; (h) allow any Guarantor to add Guarantors execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee is hereby authorized to shall join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Hercules Inc)

Without Consent of Holders of Notes. The Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Company, the Subsidiary Guarantors, if any, and the Trustee maymay amend or supplement this Indenture, from time to timethe Parent Guarantee, and at any time enter into an indenture the applicable Subsidiary Guarantee, if any, or indentures supplemental the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a1) to cure any ambiguity, defect defect, omission or inconsistency inconsistency; (2) to provide for uncertificated Notes in this Indenture; provided addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that this action shall does not materially adversely affect any Holder; (3) to provide for the interests assumption of the Issuer’s, the Company’s or the Subsidiary Guarantors’, if any, obligations to the Holders of the Notes in any material respect; (b) to evidence Notes, the Parent Guarantee or Subsidiary Guarantees, if any, by a successor to the Issuer as obligor or Issuer, the Company or the General Partner as Guarantors under this Indenturesuch Subsidiary Guarantor, if any, pursuant to Article 5 or Article 10 hereof; (c4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights under this Indenture of any Holder of the Holders of any Notes then outstandingNotes; (d5) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this IndentureIndenture as of the date hereof; (e6) to provide for conform the acceptance text of appointment by a successor trustee this Indenture or facilitate the administration Notes to any provision of the trusts under “Description of Notes” section of the Offering Memorandum to the extent that such provision in this Indenture by more than one trusteewas intended (as certified in the applicable Officer’s Certificate delivered to the Trustee) to be a verbatim recitation of a provision of the “Description of Notes”; (f7) to reflect allow the release of the Company or the General Partner, as Subsidiary Guarantors, in accordance with the provisions of this Indenture; (g) if any, to secure the Notes; (h) to add Guarantors execute a supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; or (i) 8) to conform evidence and provide for the text acceptance and appointment under this Indenture of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars a successor Trustee pursuant to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)requirements hereof. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Sections 7.02 and 12.04 hereof, the Trustee will join with the Issuer Issuer, the Company and the Guarantors Subsidiary Guarantors, if any, in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Greif Inc)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of any Holder of Notes, the Holders of Issuers and the Notes hereto for one Trustee may amend or more of supplement this Indenture or the following purposesNotes: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Issuers' obligations to Holders of Notes in the case of a merger or consolidation or the sale of all or substantially all of the Issuers' assets; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (de) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or (f) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this IndentureIndenture as of the date hereof; (eg) to allow any Subsidiary to guarantee the Notes; or (h) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)successor Trustee. Upon the written request of the Issuer, Issuers accompanied by a copy of the resolutions resolution of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary of Parent authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof stating that such amended or supplemental Indenture complies with this Section 9.01 (except, in the case of an amendment of type contemplated in clause (g) above, an Opinion of Counsel shall only be required if required under the TIA), the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Issuers in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Emergency Medical Services CORP)

Without Consent of Holders of Notes. The IssuerWithout the consent of any Holders of Notes, the Guarantors Issuer and the Trustee mayCompany, when authorized by Board Resolutions of their respective Boards of Directors, and the Trustee, at any time and from time to time, may amend this Indenture and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the following purposesto: (a) add to cure the covenants of the Issuer and the Company for the benefit of the Holders of Notes; (b) surrender any ambiguityright or power herein conferred upon the Issuer or the Company; (c) make provision with respect to the conversion rights of Holders of Notes pursuant to Section 14.11 hereof; (d) provide for the assumption of the Issuer’s and the Company’s obligations to the Holders of Notes in the case of a merger, defect consolidation, conveyance, transfer or inconsistency lease pursuant to Article VII hereof; (e) reduce the Conversion Price; provided, that such reduction in this Indenture; provided that this action the Conversion Price shall not adversely affect the interests of Holders interest of the Notes in any material respectHolders; (bf) comply with the requirements of the SEC in order to evidence a successor to effect or maintain the Issuer as obligor or qualification of this Indenture under the Company or the General Partner as Guarantors under this IndentureTIA; (cg) cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any change other provisions with respect to matters or questions arising under this Indenture which the Issuer, the Company and the Trustee may deem necessary or desirable and which shall not be inconsistent with the provisions of this Indenture, provided, that such action pursuant to this clause (g) does not adversely affect the interests of the Holders of in any Notes then outstandingmaterial respect; (dh) add or modify any other provisions with respect to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee matters or facilitate the administration of the trusts questions arising under this Indenture by more than one trustee; (f) to reflect which the release of Issuer, the Company and the Trustee may deem necessary or the General Partner, as Guarantors, in accordance desirable and which shall not be inconsistent with the provisions of this Indenture; (g) , provided, that such action pursuant to secure the Notes; this clause (h) to add Guarantors with respect to does not adversely affect the Notesinterests of the Holders; or (i) to conform comply with the text of this Indenture, any Note Guarantee or the Notes to any provision procedures of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Depositary.

Appears in 1 contract

Sources: Indenture (Lions Gate Entertainment Inc)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental append this Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under this Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any notes, to modify the provisions relating to global notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of this Indenture with respect to the Notes by the deposit in trust of money and/or Government Obligations in accordance with the provisions described under Article XIII; (h) to make certain changes to this Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in Indenture or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) to make any change that , so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated November 25, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022014.

Appears in 1 contract

Sources: First Supplemental Indenture (Springleaf Finance Corp)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 hereof, the Guarantors Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee mayand the Collateral Agent may amend or supplement this Indenture, from time to time, the Security Documents and at any time enter into an indenture Guarantee or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a) to cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes or to provide for the Issuer as obligor or the Company or the General Partner as Guarantors under this Indentureissuance of Additional Notes; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstandingcomply with Section 5.01 hereof; (d) to provide for the issuance assumption of additional Notes in accordance with either Issuer’s or any Guarantor’s obligations to the limitations set forth in this IndentureHolders; (e) to make any change that would provide for any additional rights or benefits to the acceptance of appointment by a successor trustee Holders or facilitate that does not materially adversely affect the administration of the trusts legal rights under this Indenture by more than one trusteeof any such Holder; (f) to reflect add covenants for the release benefit of the Company Holders or the General Partner, as Guarantors, in accordance with the provisions of this Indentureto surrender any right or power conferred upon either Issuer or any Guarantor; (g) to secure comply with requirements of the NotesSEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (h) to add Guarantors with respect evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the Notes; orrequirements thereof or a successor collateral agent under the Security Documents; (i) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (j) to add a Guarantor under this Indenture or to secure the Obligations hereunder; (k) to conform the text of this Indenture, any Note Guarantee the Security Documents, the Guarantees or the Notes to any provision of the description thereof set forth in “Description of the Listing Particulars to Secured Notes” section of the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (Offering Memorandum as certified described in an Officers’ Officer’s Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, ; or (l) to make any further appropriate agreements and stipulations that may be therein contained and amendment to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the Issuerissuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Guarantors Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the Trustee rights of Holders to transfer Notes; (m) to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of additional First-Priority Obligations permitted by this Indenture; or (n) to comply with Sections 2.04(c) and (d) of the Intercreditor Agreement which requires the Collateral Agent to execute and deliver amendments to the Security Documents in connection with any sale, lease, exchange, transfer or other disposition of Collateral permitted under the terms of the Secured Credit Documents (as such term is defined in the Intercreditor Agreement). In addition, without the consent of the Holders of at least 66 2⁄3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may modify any Security Document or the provisions in the Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all or substantially all of the Notes at Collateral from the time outstanding, notwithstanding any Liens of the provisions Security Documents (except as permitted by the terms of Section 9.02the Indenture and the Security Documents) or change or alter the priority of the Liens in the Collateral.

Appears in 1 contract

Sources: Indenture (Communications Sales & Leasing, Inc.)

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding Section 9.02 of this Indenture, the Guarantors Company, the Guarantors, and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (ai) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in this Indenture and in the Notes; or (ii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to add additional Events of Defaults; or (iv) to provide for uncertificated Notes in addition to or in place of certificated Notes; or (v) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee; or (vi) to secure the Notes; or (vii) to cure any ambiguity, defect to correct or inconsistency supplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in , or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) , provided that such actions pursuant to make any change that does this clause do not adversely affect the interests of the Holders of in any Notes then outstanding;material respect; or (dviii) to comply with any requirements of the SEC in order to effect and maintain the qualification of this Indenture under the Trust Indenture Act; or (ix) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture;; or (ex) to provide for the acceptance of appointment by allow any Guarantor to execute a successor trustee or facilitate the administration of the trusts under this supplemental Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors and a Guarantee with respect to the Notes; or (ixi) to conform release Collateral from the text of Liens created by this Indenture, any Note Guarantee Indenture or the Notes to any provision of Security Documents when permitted by this Indenture and the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes Security Documents. (as certified in an Officers’ Certificate). b) Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (IMI of Arlington, Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Issuers, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposes: a Note: (a) to cure any ambiguity, defect or inconsistency in this Indentureinconsistency; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of an Issuer’s obligations to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; Holders of Notes pursuant to Article 5 hereof; (cd) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights hereunder of any Holder; (e) to secure the Notes then outstanding; or the Guarantees pursuant to the requirements of Section 4.12 or otherwise; (df) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; ; (eg) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee in accordance with Article 10 hereof; or (h) to evidence or provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect of a successor Trustee. Upon the release request of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuer Issuers and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.such

Appears in 1 contract

Sources: Indenture Agreement (Summit Midstream Partners, LP)

Without Consent of Holders of Notes. The Without the consent of any Holders, the Issuer, when authorized by a resolution of the Guarantors Issuer’s Board of Directors, and the Trustee mayTrustee, at any time and from time to time, and at any time may enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a1) to cure any ambiguity, defect to correct any mistake, to correct or inconsistency supplement any provision in this Indenture that may be defective or inconsistent with any other provision in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes , or to make other provisions in any material respect; (b) regard to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c2) to make any change evidence that does not adversely affect another Person has become a successor of an Obligor and that the interests of successor assumes such Obligor’s covenants, agreements, and obligations in this Indenture and in the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e3) to provide for the acceptance of appointment by a successor trustee or facilitate the administration surrender any of the trusts Obligors’ rights or powers under this Indenture by more than one trustee; (f) or add to reflect the release Obligors’ covenants further covenants for the protection of the Company Holders of all or the General Partner, as Guarantors, in accordance with the provisions any series of this Indenture; (g) to secure the Notes; (h4) to add Guarantors with respect to any additional Events of Default for the benefit of the Holders of all or any series of Notes; or; (i5) to conform any provision in this Indenture to the text “Description of this IndentureNotes” in the Issuer’s Final Offering Memorandum, any Note Guarantee or dated March 29, 2019, relating to the initial offering of the Notes to any provision of (the description thereof set forth in the Listing Particulars “Offering Memorandum”), to the extent that such provision in the Listing Particulars that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture and the Notes, which intent may be evidenced by an Officer’s Certificate to that effect; (6) to secure the Notes; (7) provide for uncertificated Notes in this Indentureaddition to or in place of certificated Notes (provided, such Note Guarantee that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (8) make any change that does not adversely affect the rights of any Holder of Notes; (9) to evidence and provide for the acceptance of appointment by a successor or separate trustee with respect to the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary one or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained more series and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties add to or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding change any of the provisions of this Indenture as necessary to provide for the administration of this Indenture by more than one trustee, pursuant to the requirements of Section 9.027.08 hereof; or (10) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.

Appears in 1 contract

Sources: Indenture (Broadcom Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of the Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental amend the Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under the Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any Notes, to modify the provisions relating to Global Notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of the Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions of Article XIII; (h) to make certain changes to the Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor Indenture or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that other provisions with respect to matters or questions arising under the Indenture, so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee the Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated June 20, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022023.

Appears in 1 contract

Sources: Fifteenth Supplemental Indenture

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.2 of this Indenture, the Company, the Guarantors and the Trustee may(and, from time to timeif applicable, and at any time enter into an indenture the Collateral Agent) may amend or indentures supplemental supplement this Indenture, the Security Documents or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency so long as such changes do not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect. (b) to provide for uncertificated Notes in addition to or in place of Certificated Notes; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to Article V hereof; (d) if applicable, to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture; provided Indenture under the TIA; (e) to add or release the Guarantees of Guarantors in compliance with this Indenture and to add or release assets as Collateral in accordance with this Indenture and the Security Documents; (f) to secure additional First Lien Obligations permitted to be incurred pursuant to this Indenture by Liens ranking prior to the Liens securing the Notes and the Guarantees and securing additional Pari Passu Junior Lien Obligations permitted to be incurred pursuant to this Indenture by Liens ranking pari passu with the Liens securing the Notes and the Guarantees; (g) to make any change that this action shall would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights hereunder of Holders any Holder of the Notes in any material respect;; or (bh) amending any Security Document to evidence a successor eliminate any assets purported to the Issuer as obligor or be secured thereby which are not actually owned by the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does and were not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment owned by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with Guarantors at the provisions of this Indenture; (g) to secure time such Security Document was entered into. Upon the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision request of the description thereof set forth in Company, accompanied by a resolution of the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes Board (as certified in evidenced by an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary ) authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.2 hereof, the Trustee shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the IssuerIn formulating its opinion on such matters, the Guarantors and the Trustee shall be entitled to rely on such evidence as it deems appropriate, including, without the consent limitation, solely on an Opinion of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Counsel.

Appears in 1 contract

Sources: Indenture (Dole Food Co Inc)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Notes or indentures supplemental the Guarantees without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder to: (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture; provided any manner that this action shall is not adversely affect the interests of Holders of the Notes adverse in any material respectrespect to any Holder of the Notes; (b) provide for the assumption by a Surviving Person of the obligations of the Parent or a Restricted Subsidiary under this Indenture, the Notes and the Guarantees; (c) provide for uncertificated Notes in addition to evidence or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a successor manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (d) add additional Guarantees or additional obligors with respect to the Issuer Notes or release, terminate or discharge Guarantors from Guarantees as obligor or permitted by the Company or the General Partner as Guarantors under terms of this Indenture; (ce) secure the Notes; (f) add to the covenants of the Parent and the Company for the benefit of the Holders or to surrender any right or power conferred upon the Parent or the Company; (g) make any change that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstanding; (d) to provide for the issuance Holder of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors comply with respect to any requirement of the NotesCommission in connection with the qualification of this Indenture under the TIA; or (i) to add a co-issuer of the Notes as contemplated under Section 5.01(a)(i); (j) provide for the issuance of Additional Notes in accordance with this Indenture; or (k) conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in “Description of the Listing Particulars Notes” section of the offering memorandum, dated as of March 30, 2004, relating to the sale of the Initial Notes, to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Notes.

Appears in 1 contract

Sources: Indenture (Prestige Brands Holdings, Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.2 of this Indenture, the Guarantors Company and the Trustee may(and, from time in the case of the Security Documents to timewhich the Collateral Agent is a party, and at any time enter into an indenture the Collateral Agent) may amend or indentures supplemental supplement this Indenture, the Security Documents or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a1) to cure any ambiguity, defect or inconsistency so long as such changes do not, in the opinion of the Trustee, adversely affect the rights of any of the Holders in any material respect; (2) to provide for uncertificated notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company's obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Company's assets pursuant to Article V of this Indenture; (4) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA; provided or (5) to make any change that this action shall would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights hereunder of Holders any Holder of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions resolution of the Board of Directors certified (evidenced by the General Partner’s Secretary or Assistant Secretary an Officers' Certificate) authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.2(2) of this Indenture, the Trustee shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Kronos International Inc)

Without Consent of Holders of Notes. The (a) Notwithstanding Section 9.02, the Issuer, the Guarantors Guarantor and the Trustee maymay modify, from time to time, and at any time enter into an indenture supplement or indentures supplemental amend this Indenture or the Notes without the consent of any Holder of a Note: (i) to cure any ambiguity, omission, defect or inconsistency, as evidenced in an Officers’ Certificate; (ii) to provide for the assumption of the obligations of the Issuer pursuant to Article Five; (iii) to evidence the acceptance or appointment by a separate Trustee or successor Trustee with respect to the Notes or otherwise; (iv) to reflect the addition or release of a Guarantor from its Guarantee of the Notes, in the manner provided in this Indenture; (v) to comply with any requirement of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (vi) to provide for uncertificated Notes in addition to or in place of certificated Notes; (vii) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders of the Notes hereto as security for one or more the payment and performance of the following purposes: (a) to cure any ambiguity, defect Issuer’s or inconsistency in the Guarantor’s obligations under this Indenture; provided that this action shall not adversely affect , in any property or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to or for the interests of Holders benefit of the Notes in any material respectTrustee pursuant to this Indenture or otherwise; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (iviii) to conform the text of this Indenture, any Note Guarantee the Notes or the Notes Guarantees to any provision of the description thereof set forth “Description of Notes” section in the Listing Particulars Offering Memorandum to the extent that such provision in of the Listing Particulars “Description of Notes” was intended to be a verbatim recitation of a provision in of this Indenture, such Note Guarantee the Notes or the Notes (Guarantees as certified evidenced in an Officers’ Certificate). ; or (ix) to make any change that would provide any additional benefit to the Holders of the Notes or that does not adversely affect the rights of any Holder in any material respect. (b) Upon the written request of the Issuer, accompanied and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 9.05 and Section 12.04, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Guarantor in the execution of any such amended or supplemental indenture, Indenture authorized or permitted under this Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Kinetik Holdings Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.2 hereof, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to timethe Notes or any Guarantee, and at any time enter into an indenture or indentures supplemental without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to make any change that does not adversely affect provide for the interests assumption of the Company's obligations to the Holders of any the Notes then outstandingin the case of a merger or consolidation pursuant to Article V hereof; (d) to provide for additional Guarantors as set forth in Section 4.16 or for the release or assumption of a Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights hereunder of any Holder of the Note; (f) to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (h) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration Indenture as of the trusts under this Indenture by more than one trustee; (f) to reflect date hereof. Upon the release request of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that adversely affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (United Musical Instruments Usa Inc)

Without Consent of Holders of Notes. The IssuerCompany, the Guarantors and the Trustee mayand the Collateral Agent, from time as applicable, may amend or supplement this Indenture or the Collateral Documents as they apply to time, and at any time enter into an indenture or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a) to evidence the succession of another Person to the Company or the Parent pursuant to Section 5.01 and the assumption by such successor of the Company’s or the Parent’s covenants, agreements and obligations under this Indenture and with respect to the Notes; (b) to surrender any right or power conferred upon the Company or the Parent; (c) to add to the covenants such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes, and to add any additional Events of Default for the Notes for the benefit of the Holders of the Notes; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for a period of grace after Default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default or may limit the right of Controlling Party, the Applicable Holders or the Holders of a majority in aggregate principal amount of the Notes to waive such Default; (d) to cure any ambiguity, defect ambiguity or inconsistency correct or supplement any provision contained in this Indenture; provided , the Collateral Documents, in any supplemental indenture, Officer’s Certificate or in the Notes that may be defective or inconsistent with any other provision contained herein or therein; (e) to convey, transfer, assign, mortgage or pledge any property to or with the Collateral Agent, or to make such other provisions in regard to matters or questions arising under this action Indenture as shall not adversely affect the interests of Holders any Holder of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trusteeNotes; (f) to reflect modify or amend this Indenture in such a manner as to permit the release of the Company or the General Partner, as Guarantors, in accordance with the provisions qualification of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects under the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.TIA as then in effect;

Appears in 1 contract

Sources: Indenture (American Airlines, Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 15.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may modify or indentures supplemental append this Indenture or the Notes without the consent of any Holder of a Note: (a) to evidence that another entity is our successor and has assumed our obligations with respect to the Notes; (b) to add to our covenants or to add guarantees of any Person for the benefit of the Holders of the Notes hereto for one or more to surrender any of our rights or powers under this Indenture; (c) to add any Events of Default; (d) to change or eliminate any restrictions on the payment of the following purposes:principal of, or any premium or interest on, any notes, to modify the provisions relating to global notes, or to permit the issuance of Notes in uncertificated form, so long as in any such case the interests of the Holders of Notes are not adversely affected in any material respect; (ae) to secure the Notes; (f) to provide for the appointment of a successor Trustee with respect to the Notes; (g) to provide for the discharge of this Indenture with respect to the Notes by the deposit in trust of money, Government Obligations or a combination thereof, in accordance with the provisions described under Article XIII; (h) to make certain changes to this Indenture to provide for the issuance of Additional Notes; (i) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in Indenture or to make any material respect; (b) other provisions with respect to evidence a successor to the Issuer as obligor matters or the Company or the General Partner as Guarantors questions arising under this Indenture; (c) to make any change that , so long as the action does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notesany material respect; or (ij) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of the Notes” in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this IndentureCompany’s prospectus supplement dated March 8, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.022018.

Appears in 1 contract

Sources: Fifth Supplemental Indenture

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of any holder of Notes, the Holders of Issuer or any Guarantor and the Trustee, as applicable, may amend or supplement this Indenture, the Notes hereto for one or more of the following purposesNote Guarantees: (a) to cure any ambiguity, defect or inconsistency inconsistency; (b) to provide for uncertificated Notes in this Indenture; addition to or in place of certificated Notes (provided that this action shall such uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code); (c) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to holders of Notes and Note Guarantees in the case of a merger, transformation or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the Trustee or to the holders of Notes or that does not adversely affect the interests legal rights under this Indenture of Holders of the Notes any such holder in any material respect; (be) to evidence a successor conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the section of the Offering Memorandum entitled “Description of the Notes” to the Issuer as obligor extent that such provision in this description was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Company or Note Guarantees, which intent shall be evidenced by an Officer’s Certificate to that effect; (f) to release any Note Guarantee in accordance with the General Partner as Guarantors under terms of this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (dg) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration Indenture as of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the NotesIssue Date; (h) to add Guarantors allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or; (i) to conform evidence and provide the text acceptance of this Indenturethe appointment of a successor Trustee; or (j) to add security to or for the benefit of the Notes and enter into a Pari Passu Intercreditor Agreement with respect thereto, or to effectuate or confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien or any amendment in respect thereof with respect to or securing the Notes when such release, termination, discharge or retaking or amendment is provided for under this Indenture or a Pari Passu Intercreditor Agreement. In formulating its opinion on such matters, the Trustee shall be entitled to any provision request and rely absolutely on such evidence as it deems appropriate, including an Opinion of Counsel and an Officer’s Certificate on which the Trustee may solely rely. The consent of the description thereof set forth in holders of Notes is not necessary under this Indenture to approve the Listing Particulars to particular form of any proposed amendment. It is sufficient if such consent approves the extent that such provision in substance of the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)proposed amendment. Upon the written request of the Issuer, accompanied and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 7.02(b), the Trustee is hereby authorized to will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indenture, indenture or other document authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture or other document that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwiseIndenture. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by In addition, the Issuer, the Guarantors Trustee and the Trustee Restricted Subsidiary being added as a Guarantor under this Indenture may supplement this Indenture to add a guarantor under this Indenture without the notice to or consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Holder.

Appears in 1 contract

Sources: Indenture

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.2 hereof, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to timethe Notes or any Guarantee, and at any time enter into an indenture or indentures supplemental without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to make any change that does not adversely affect provide for the interests assumption of the Company’s obligations to the Holders of any the Notes then outstandingin the case of a merger or consolidation pursuant to Article V hereof; (d) to provide for additional Guarantors as set forth in Section 4.15 hereof or for the release or assumption of a Guarantee in compliance with this Indenture; (e) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the rights hereunder of any Holder of the Note; (f) to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or beneficial interests therein; (g) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; or (h) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration Indenture as of the trusts under this Indenture by more than one trustee; (f) to reflect date hereof. Upon the release request of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 9.6 hereof, the Trustee is hereby authorized to shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture that adversely affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (CSK Auto Corp)

Without Consent of Holders of Notes. The Issuer(a) Notwithstanding the provisions of Section 9.02, without the consent of any Holder, the Company, the Subsidiary Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more of the Subsidiary Guarantees in the following purposescircumstances: (a1) to cure any ambiguity, defect or inconsistency inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or any Subsidiary Guarantor’s obligations to the Holders in accordance with the terms hereof (including the assumption by CRI of the Notes Obligations of the Escrow Issuer under the Notes and this Indenture; provided Indenture and the simultaneous release of the Escrow Issuer from such Notes Obligations); (4) to make any change that this action shall would provide any additional rights or benefits to the Holders or that does not adversely affect the interests legal rights under this Indenture of Holders of the Notes any such Holder in any material respect; (b5) to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in the “Description of the Notes” section of the Offering Memorandum was intended to set forth, verbatim or in substance, a provision of this Indenture or the Notes, as applicable, which intent may be evidenced by an Officers’ Certificate to that effect; (6) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to and provide for the acceptance of the appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trusteeof a successor Trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g7) to secure the Notes; (h8) to add any Subsidiary Guarantor or release any Subsidiary Guarantor from its Subsidiary Guarantee if such release is in accordance with the terms of this Indenture; (9) to provide for the issuance of Additional Notes and the Exchange Notes in accordance with this Indenture; (10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that such amendment does not materially and adversely affect the rights of Holders to transfer Notes; and (12) to add Guarantors covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or any Subsidiary Guarantor with respect to the Notes; or. (ib) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the IssuerCompany, accompanied and upon receipt by a copy the Trustee of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 9.06, the Trustee is hereby authorized to shall join with the Issuer Company and the Subsidiary Guarantors in the execution of any such amendment or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amendment or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Comstock Resources Inc)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.2 of this Indenture, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Notes or indentures supplemental the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article II hereof (including the related definitions) in a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturemanner that does not materially adversely affect any Holder; (c) to provide for the assumption of the Company's or any Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article V or Article XII hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights hereunder of any Holder of the Holders of any Notes then outstanding; (d) to provide for the issuance of additional Notes in accordance with the limitations set forth in this IndentureNote; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration comply with requirements of the trusts under SEC in order to effect or maintain the qualification of this Indenture by more than one trusteeunder the TIA; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture;add a Guarantor pursuant to Section 12.2; and (g) to secure evidence and provide the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision acceptance of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation appointment of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)successor Trustee pursuant to Section 7.8 and 7.9. Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.2 hereof, the Trustee shall join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Horizon PCS Inc)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Authority and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Notes or indentures supplemental the Collateral Documents without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 hereof (including the related definitions) in a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturemanner that does not materially adversely affect any Holder; (c3) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights hereunder of any Holder of the Holders of any Notes then outstandingNote; (d4) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (5) to provide for the issuance of additional Notes in accordance with the limitations set forth in this IndentureAdditional Notes; (e6) to provide for the acceptance of appointment by a successor trustee enter into additional or facilitate the administration of the trusts under this Indenture by more than one trusteesupplemental Collateral Documents; (f7) to reflect the release comply with all applicable rules and regulations of the Company NIGC, the BIA or the General Partner, as Guarantors, in accordance any governmental authority; or (8) to comply with the provisions of this Indenture; (g) to secure DTC, Euroclear or Clearstream or the Notes; (h) to add Guarantors Trustee with respect to the Notes; or (i) to conform the text provisions of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth in the Listing Particulars relating to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation transfers and exchanges of a provision in this Indenture, such Note Guarantee Notes or the Notes (as certified in an Officers’ Certificate)beneficial interests therein. Upon the written request of the Issuer, Authority accompanied by a copy resolution of the resolutions of the its Management Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indentureIndenture or Collateral Documents, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee is hereby authorized to will join with the Issuer Authority and the Guarantors Tribe in the execution of any such amended or supplemental indenture, Indenture or Collateral Documents authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture Indenture or Collateral Documents that affects the Trustee’s its own rights, duties or immunities under this Indenture Indenture, the Collateral Documents or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Chukchansi Economic Development Authority)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes or the Note Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Company's or a Guarantor's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstandingsuch Holder; (de) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to allow any Guarantor to execute a supplemental indenture and /or a Note Guarantee with respect to the Notes; (g) to conform the text of this Indenture to any provision of the "Description of Notes" section of the Offering Memorandum, to the extent that such provision in that "Description of Notes" was intended to be a verbatim recitation of a provision of this Indenture or the Notes; (h) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this IndentureIndenture as of the date hereof; (ei) provide for the issuance of Additional Notes under this Indenture to the extent otherwise so permitted under the terms of this Indenture; or (j) evidence and provide for the acceptance of appointment by a successor trustee or facilitate Trustee. 102 Upon the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release request of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Maxcom Telecommunications Inc)

Without Consent of Holders of Notes. The IssuerCompany, the Guarantors and the Trustee mayand the Collateral Trustee, from time as applicable, may amend or supplement the Notes, this Indenture or the Security Documents as they apply to time, and at any time enter into an indenture or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one of, or more of the following purposesnotice to, any Holder: (a) to evidence the succession of another Person to the Company or the Parent pursuant to Section 5.01 and the assumption by such successor of the Company’s or the Parent’s covenants, agreements and obligations under this Indenture and with respect to the Notes; (b) to surrender any right or power conferred upon the Company or the Parent; (c) to add to the covenants such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes, and to add any additional Events of Default for the Notes for the benefit of the Holders of the Notes; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for a period of grace after Default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Notes to waive such Default; (d) to cure any ambiguity, defect ambiguity or inconsistency correct or supplement any provision contained in this Indenture; , in any supplemental indenture, Officer’s Certificate or in the Notes that may be defective or inconsistent with any other provision contained herein or therein; (e) to convey, transfer, assign, mortgage or pledge any property to or with the Collateral Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holder of the Notes; (f) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any supplemental indenture under the TIA as then in effect; (g) to add to or change any provisions of this Indenture to such extent as necessary to permit or facilitate the issuance of the Notes in bearer or uncertificated form, provided that this any such action shall not adversely affect the interests of Holders any Holder of the Notes in any material respect; (bh) to evidence a successor to provide additional security for the Issuer as obligor or the Company or the General Partner as Guarantors under this IndentureNotes; (ci) to provide additional guarantees for the Notes; (j) to make changes of a technical or conforming nature to this Indenture, the Collateral Trust Agreement, any Intercreditor Agreement, or any other Security Document, in each case in connection with (i) the incurrence of Indebtedness (including secured Indebtedness) or other obligations permitted to be incurred in accordance Section 4.08 or (ii) any Disposition or release of Collateral permitted in accordance with Section 4.15; (k) to make any change that does not adversely affect the interests rights of any Holder of the Holders of any Notes then outstanding;Notes; or (dl) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to evidence and provide for the acceptance of appointment by of a separate or successor trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect . In addition, the release Security Documents may be amended without the consent of the Company or the General Partner, any Holders of Notes as Guarantors, described in Section 11.03 and/or in accordance with the applicable provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Collateral Trust Agreement.

Appears in 1 contract

Sources: Indenture (American Airlines, Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of any Holder of Notes, the Holders of Issuer, the Guarantors, the Trustee and the Notes hereto for one Collateral Agent, as applicable, may amend or more of supplement this Indenture, the following purposesNotes, the Note Guarantees or the Security Documents: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c) to provide for the assumption of the Issuer’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees or under the Security Documents in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s properties or assets, as applicable; (d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingHolder; (de) to conform the text of this Indenture, the Notes, the Note Guarantees or the Security Documents to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Security Documents, which intent may be evidenced by an Officer’s Certificate to that effect; (f) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration Indenture as of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenturedate hereof; (g) to secure allow any Guarantor to execute a supplemental indenture, or to evidence the Notesrelease of any Guarantor from its Note Guarantee, in each case as provided in this Indenture; (h) to add Guarantors with respect to assets as Collateral or grant any Lien in favor of the Notes; orNotes Collateral Agent for the benefit of the Notes Secured Parties; (i) to conform evidence or provide for the text acceptance of appointment under this Indenture of a successor Trustee or Notes Collateral Agent, as the case may be; (j) to mortgage, pledge, hypothecate or grant any other Lien in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties, as additional security for the payment and performance of all or any portion of the First Lien Notes Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Notes Collateral Agent for the benefit of the Notes Secured Parties pursuant to this Indenture, any Note Guarantee of the Security Documents or the Notes otherwise; (k) with respect to any provision of Additional First Lien Obligations incurred in compliance with this Indenture, add Additional First Lien Secured Parties to any Security Documents; (l) to enter into any intercreditor agreement having substantially similar terms with respect to the description thereof Holders as those set forth in the Listing Particulars First Lien Intercreditor Agreement, taken as a whole, or any joinder thereto, or any intercreditor agreement having substantially similar terms with respect to the extent that such provision Holders as those set forth in any Junior Lien Intercreditor Agreement in effect, taken as a whole, or any joinder thereto; (m) in the Listing Particulars was intended case of any Security Document, include therein any legend required to be a verbatim recitation set forth therein pursuant to the First Lien Intercreditor Agreement or to modify any such legend as required by the First Lien Intercreditor Agreement; (n) to confirm and evidence the release of a provision the Collateral from the Lien, or the subordination of Liens with respect to the Collateral, pursuant to this Indenture or the Security Documents (including the First Lien Intercreditor Agreement) when permitted or required by this Indenture or the Security Documents (including the First Lien Intercreditor Agreement), as the case may be; or (o) to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of the Credit Facilities or any other Additional First Lien Obligations that are incurred in compliance with this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied and upon receipt by a copy the Trustee or the Notes Collateral Agent, as the case may be, of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenturedocuments described in Section 9.05 hereof, the Trustee is hereby authorized to and the Notes Collateral Agent, as applicable, will join with the Issuer and the Guarantors in the execution of any such amended or supplemental indentureindenture or amendment or supplement to any Note, Note Guarantee or Security Document authorized or permitted by the terms of this Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall or the Notes Collateral Agent, as the case may be, will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture or amendment or supplement to any Note, Note Guarantee or Security Document that affects the Trustee’s its own rights, duties or immunities under this Indenture Indenture, the Security Documents or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (SunCoke Energy, Inc.)

Without Consent of Holders of Notes. The IssuerWithout notice to or the consent of any Holders, the Guarantors Company and the Trustee mayGuarantor, when each is authorized by a Board Resolution, and the Trustee, at any time and from time to time, and at any time may enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one or more indentures supplemental hereto, in form satisfactory to such Trustee, for any of the following purposes: (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (bi) to evidence a successor the succession of another corporation or other Person to the Issuer as obligor or the Company or the General Partner Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor, as Guarantors under this Indenturethe case may be, herein and in the Notes; (cii) to make any change that does not adversely affect add to the interests covenants of the Company or the Guarantor, for the benefit of the Holders of Notes of a particular tranche, to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or otherwise secure the Notes then outstandingof a particular tranche or to surrender any right or power herein conferred upon the Company or the Guarantor; (diii) to provide for add any additional Events of Default with respect to the issuance of additional Notes in accordance with the limitations set forth in this IndentureNotes; (eiv) to evidence and provide for the acceptance of appointment by hereunder of a successor trustee Trustee other than First Chicago, as Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one trusteehereunder; (fv) to reflect evidence and provide for the release acceptance of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors appointment hereunder by a successor Trustee with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained particular tranche and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties add to or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding change any of the provisions of Section 9.02this Indenture as shall be necessary to provide for or facilitate the administration of the trust hereunder; (vi) to add to the conditions, limitations and restrictions on the authorized amount, form, terms or purposes of issue, authentication and delivery of Notes, as herein set forth, other conditions, limitations and restrictions thereafter to be observed; (vii) to add to or change or eliminate any provisions of this Indenture as shall be necessary or desirable in accordance with any amendments to the TIA; (viii) to cure any ambiguity, omission, defect or inconsistency; (ix) to make any other amendment, modification, change or supplement to this Indenture or the Notes of any tranche that does not materially adversely affect the rights of any Holder of any Notes of that tranche; (x) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; and (xi) to surrender any right or power conferred upon the Company or the Guarantor. The Trustee may waive compliance by the Company or the Guarantor with any provision of this Indenture or the Notes without notice to or consent of any Holder of any Notes if such waiver does not materially adversely affect the rights of any Holder of any Notes.

Appears in 1 contract

Sources: Indenture (Stanley Works)

Without Consent of Holders of Notes. The IssuerCompany, when authorized by the resolutions of the Board of Directors, the Guarantors and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto with respect to any particular series for one or more of the following purposes: (a) to cure any ambiguity, defect or inconsistency in this the Indenture; provided that this action shall not adversely affect the interests of the Holders of the Notes of such series in any material respect; (b) to evidence a successor to the Issuer Company (including the Operating Partnership following the Operating Partnership Merger) as obligor or to the Company or the General Partner Guarantors as Guarantors guarantors under this IndentureIndenture with respect to such series of Notes; (c) to make any change that does not adversely affect the interests of the Holders of any Notes of such series then outstanding; (d) to provide for the issuance of additional Additional Notes of such series in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by of a successor trustee Trustee or facilitate the administration of the trusts under this Indenture by more than one trusteeTrustee; (f) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (g) to reflect the release of the Company or the General Partner, any Guarantor as Guarantors, guarantor in accordance with the provisions of this Indenture; (gh) to secure the such series of Notes; (hi) to add Guarantors guarantors with respect to the such series of Notes; orand (ij) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars Offering Memorandum was intended to be a verbatim recitation of a provision in of this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the IssuerCompany, accompanied by a copy of the resolutions of the Board of Directors certified by the General PartnerParent’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer Company and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the IssuerCompany, the Guarantors and the Trustee without the consent of the Holders of any of the Notes of the applicable series at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Digital Realty Trust, L.P.)

Without Consent of Holders of Notes. The IssuerCompany, the Guarantors and the Trustee mayand the Collateral Agent, from time as applicable, may amend or supplement this Indenture or the Collateral Documents as they apply to time, and at any time enter into an indenture or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a) to evidence the succession of another Person to the Company or the Parent pursuant to Section 5.01 and the assumption by such successor of the Company’s or the Parent’s covenants, agreements and obligations under this Indenture and with respect to the Notes; (b) to surrender any right or power conferred upon the Company or the Parent; (c) to add to the covenants such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes, and to add any additional Events of Default for the Notes for the benefit of the Holders of the Notes; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for a period of grace after Default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default or may limit the right of Controlling Party, the Applicable Holders or the Holders of a majority in aggregate principal amount of the Notes to waive such Default; (d) to cure any ambiguity, defect ambiguity or inconsistency correct or supplement any provision contained in this Indenture; , the Collateral Documents, in any supplemental indenture, Officer’s Certificate or in the Notes that may be defective or inconsistent with any other provision contained herein or therein; (e) to convey, transfer, assign, mortgage or pledge any property to or with the Collateral Agent, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holder of the Notes; (f) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any supplemental indenture under the TIA as then in effect; (g) to add to or change any provisions of this Indenture to such extent as necessary to permit or facilitate the issuance of the Notes in bearer or uncertificated form, provided that this any such action shall not adversely affect the interests of Holders any Holder of the Notes in any material respect; (bh) to evidence a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture[Reserved]; (ci) to provide additional security for the Notes; (j) to provide additional guarantees for the Notes; (k) to make changes of a technical or conforming nature to any Collateral Document, in each case in connection with (i) the incurrence of Indebtedness (including secured Indebtedness) or other obligations permitted to be incurred in accordance with Section 4.08 and 4.12 herein, (ii) any Disposition or release of Collateral permitted in accordance with Section 4.15 herein or (iii) any addition of new Collateral. (l) to make any change that does not adversely affect the interests rights of any Holder of the Holders of any Notes then outstandingNotes; (dm) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to evidence and provide for the acceptance of appointment by of a separate or successor trustee or collateral agent and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company trustee or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notescollateral agent; or (in) to conform change the text final scheduled maturity date of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (and the “Maturity Date”) to an earlier date, as certified specified in an Officers’ Certificate). Upon the written request clause (6) of the Issuerdefinition of “Permitted Pari Passu Debt”, accompanied by a copy of in connection with the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution incurrence of any supplemental indenturePermitted Pari Passu Debt. Prior to the Disposition Date, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders Controlling Party (not to be unreasonably withheld, conditioned or delayed) shall be required for the Company, any Guarantor, the Trustee or the Collateral Agent to amend or supplement this Indenture or the Collateral Documents as they apply to the Notes if such amendment or supplement is for any purposes set forth in clause (d) or (k) above. In addition, the Collateral Documents may be amended in accordance with (i) Article 11 hereof, (ii) Section 7.04(b) of the LGA/DCA Intercreditor Agreement (or the corresponding provisions of any of the Notes at the time outstandingcomparable intercreditor agreement entered into pursuant to Section 11.03 hereof) and (iii) with respect to any other Collateral Document, notwithstanding any of the provisions of Section 9.02as expressly provided in such Collateral Document.

Appears in 1 contract

Sources: Indenture (American Airlines, Inc.)

Without Consent of Holders of Notes. The IssuerCompany, the Guarantors and the Trustee mayand the Collateral Agent, from time as applicable, may amend or supplement this Indenture or the Security Documents as they apply to time, and at any time enter into an indenture or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a) to evidence the succession of another Person to the Company or the Parent pursuant to Section 5.01 and the assumption by such successor of the Company’s or the Parent’s covenants, agreements and obligations under this Indenture and with respect to the Notes; (b) to surrender any right or power conferred upon the Company or the Parent; (c) to add to the covenants such further covenants, restrictions, conditions or provisions for the protection of the Holders of the Notes, and to add any additional Events of Default for the Notes for the benefit of the Holders of the Notes; provided, however, that with respect to any such additional covenant, restriction, condition or provision, such amendment may provide for a period of grace after Default, which may be shorter or longer than that allowed in the case of other Defaults, may provide for an immediate enforcement upon such Default or may limit the right of Holders of a majority in aggregate principal amount of the Notes to waive such Default; (d) to cure any ambiguity, defect ambiguity or inconsistency correct or supplement any provision contained in this Indenture; , in any supplemental indenture, Officer’s Certificate or in the Notes that may be defective or inconsistent with any other provision contained herein or therein; (e) to convey, transfer, assign, mortgage or pledge any property to or with the Collateral Agent, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holder of the Notes; (f) to modify or amend this Indenture in such a manner as to permit the qualification of this Indenture or any supplemental indenture under the TIA as then in effect; (g) to add to or change any provisions of this Indenture to such extent as necessary to permit or facilitate the issuance of the Notes in bearer or uncertificated form, provided that this any such action shall not adversely affect the interests of Holders any Holder of the Notes in any material respect; (bh) to evidence a successor to provide additional security for the Issuer as obligor or the Company or the General Partner as Guarantors under this IndentureNotes; (ci) to provide additional guarantees for the Notes; (j) to make changes of a technical or conforming nature to the Intercreditor Agreement, any Other Intercreditor Agreement, or any other Security Document, in each case in connection with (i) the incurrence of Indebtedness (including secured Indebtedness) or other obligations permitted to be incurred in accordance Section 4.08 or (ii) any Disposition or release of Collateral permitted in accordance with Section 4.15; (k) to make any change that does not adversely affect the interests rights of any Holder of the Holders of any Notes then outstanding;Notes; or (dl) to provide for the issuance of additional Notes in accordance with the limitations set forth in this Indenture; (e) to evidence and provide for the acceptance of appointment by of a separate or successor trustee or collateral agent and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company trustee or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)collateral agent. Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indentureIn addition, the Trustee is hereby authorized to join with Security Documents (including, without limitation, the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that Intercreditor Agreement) may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee amended without the consent of the any Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of as described in Section 9.0211.03.

Appears in 1 contract

Sources: Indenture (American Airlines, Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes of one or more Series without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguityambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, defect or inconsistency to conform the provisions of this Indenture to the description of the Notes contained in this Indenture; provided the prospectus or other offering document pursuant to which the Notes of one or more Series were sold, as evidenced by an Officer’s Certificate stating that this action shall such text constitutes an unintended conflict with the description of the corresponding provision in the offering document; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of all or any Series of Notes or that does not adversely affect the interests rights hereunder of Holders of the Notes any Holder in any material respect; (be) to evidence a successor comply with requirements of the SEC in order to effect or maintain the Issuer as obligor or qualification of this Indenture under the Company or the General Partner as Guarantors under this IndentureTIA; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (df) to provide for the issuance of additional and establish the form and terms and conditions of Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment any Series as permitted by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure add guarantees with respect to the Notes;Notes of any Series or to provide security for the Notes of any Series; or (h) to add Guarantors evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (i) Notes of one or more Series and to conform add to or change any of the text provisions of this Indenture, any Note Guarantee Indenture as shall be necessary to provide for or facilitate the Notes to any provision administration of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)trusts hereunder by more than one Trustee. Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.documents described in Section

Appears in 1 contract

Sources: Indenture (Ceco Environmental Corp)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes of one or more Series without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguityambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, defect or inconsistency to conform the provisions of this Indenture to the description of the Notes contained in this Indenture; provided the prospectus or other offering document pursuant to which the Notes of one or more Series were sold, as evidenced by an Officer’s Certificate stating that this action shall such text constitutes an unintended conflict with the description of the corresponding provision in the offering document; (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of all or any Series of Notes or that does not adversely affect the interests rights hereunder of Holders of the Notes any Holder in any material respect; (be) to evidence a successor comply with requirements of the SEC in order to effect or maintain the Issuer as obligor or qualification of this Indenture under the Company or the General Partner as Guarantors under this IndentureTIA; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstanding; (df) to provide for the issuance of additional and establish the form and terms and conditions of Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment any Series as permitted by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure add guarantees with respect to the Notes;Notes of any Series or to provide security for the Notes of any Series; or (h) to add Guarantors evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (i) Notes of one or more Series and to conform add to or change any of the text provisions of this Indenture, any Note Guarantee Indenture as shall be necessary to provide for or facilitate the Notes to any provision administration of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)trusts hereunder by more than one Trustee. Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Great Elm Group, Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding ‎Section 9.02 hereof, the Guarantors Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee mayand the Collateral Agent may amend or supplement this Indenture, from time to time, the Security Documents and at any time enter into an indenture Guarantee or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a) to cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes or to provide for the Issuer as obligor or the Company or the General Partner as Guarantors under this Indentureissuance of Additional Notes; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstandingcomply with ‎Section 5.01 hereof; (d) to provide for the issuance assumption of additional Notes in accordance with any Issuer’s or any Guarantor’s obligations to the limitations set forth in this IndentureHolders; (e) to make any change that would provide for any additional rights or benefits to the acceptance of appointment by a successor trustee Holders or facilitate that does not materially adversely affect the administration of the trusts legal rights under this Indenture by more than one trusteeof any such Holder; (f) to reflect add covenants for the release benefit of the Company Holders or the General Partner, as Guarantors, in accordance with the provisions of this Indentureto surrender any right or power conferred upon any Issuer or any Guarantor; (g) to secure comply with requirements of the NotesSEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (h) to add Guarantors with respect evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the Notes; orrequirements thereof or a successor collateral agent under the Security Documents; (i) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (j) to add a Guarantor under this Indenture or to secure the Obligations hereunder; (k) to conform the text of this Indenture, any Note Guarantee the Security Documents, the Guarantees or the Notes to any provision of the description thereof set forth in “Description of the Listing Particulars to Notes” section of the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (Offering Memorandum as certified described in an Officers’ Officer’s Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, ; or (l) to make any further appropriate agreements and stipulations that may be therein contained and amendment to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the Issuerissuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Guarantors Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the Trustee rights of Holders to transfer Notes; (m) to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of additional First-Priority Obligations permitted by this Indenture; or (n) to comply with Sections 2.04(c) and (d) of the Intercreditor Agreement which requires the Collateral Agent to execute and deliver amendments to the Security Documents in connection with any sale, lease, exchange, transfer or other disposition of Collateral permitted under the terms of the Secured Credit Documents (as such term is defined in the Intercreditor Agreement). In addition, without the consent of the Holders of at least 66 2/3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may modify any Security Document or the provisions in this Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all or substantially all of the Notes at Collateral from the time outstanding, notwithstanding any Liens of the provisions Security Documents (except as permitted by the terms of Section 9.02this Indenture and the Security Documents) or change or alter the priority of the Liens in the Collateral.

Appears in 1 contract

Sources: Indenture (Uniti Group Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding ‎Section 9.02 hereof, the Guarantors Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee mayand the Collateral Agent may amend or supplement this Indenture, from time to time, the Security Documents and at any time enter into an indenture Guarantee or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a) to cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes or to provide for the Issuer as obligor or the Company or the General Partner as Guarantors under this Indentureissuance of Additional Notes; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstandingcomply with ‎Section 5.01 hereof; (d) to provide for the issuance assumption of additional Notes in accordance with any Issuer’s or any Guarantor’s obligations to the limitations set forth in this IndentureHolders; (e) to make any change that would provide for any additional rights or benefits to the acceptance of appointment by a successor trustee Holders or facilitate that does not materially adversely affect the administration of the trusts legal rights under this Indenture by more than one trusteeof any such Holder; (f) to reflect add covenants for the release benefit of the Company Holders or the General Partner, as Guarantors, in accordance with the provisions of this Indentureto surrender any right or power conferred upon any Issuer or any Guarantor; (g) to secure comply with requirements of the NotesSEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (h) to add Guarantors with respect evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the Notes; orrequirements thereof or a successor collateral agent under the Security Documents; (i) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (j) to add a Guarantor under this Indenture or to secure the Obligations hereunder; (k) to conform the text of this Indenture, any Note Guarantee the Security Documents, the Guarantees or the Notes to any provision of the description thereof set forth in “Description of the Listing Particulars to Notes” section of the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (Offering Memorandum as certified described in an Officers’ Officer’s Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, ; or (l) to make any further appropriate agreements and stipulations that may be therein contained and amendment to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the Issuerissuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Guarantors Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the Trustee rights of Holders to transfer Notes; (m) to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of additional First-Priority Obligations permitted by this Indenture; or (n) to comply with Sections 2.04(c) and (d) of the Intercreditor Agreement which requires the Collateral Agent to execute and deliver amendments to the Security Documents in connection with any sale, lease, exchange, transfer or other disposition of Collateral permitted under the terms of the Secured Credit Documents (as such term is defined in the Intercreditor Agreement). In addition, without the consent of the Holders of at least 66 2⁄3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may modify any Security Document or the provisions in this Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all or substantially all of the Notes at Collateral from the time outstanding, notwithstanding any Liens of the provisions Security Documents (except as permitted by the terms of Section 9.02this Indenture and the Security Documents) or change or alter the priority of the Liens in the Collateral.

Appears in 1 contract

Sources: Indenture (Uniti Group Inc.)

Without Consent of Holders of Notes. The Notwithstanding ‎‎Section 9.02 hereof, the Issuer, the Guarantors any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee mayand the Collateral Agent may amend or supplement this Indenture, from time to time, the Security Documents and at any time enter into an indenture Guarantee or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a) to cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes or to provide for the Issuer as obligor or the Company or the General Partner as Guarantors under this Indentureissuance of Additional Notes; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstandingcomply with ‎‎Section 5.01 hereof; (d) to provide for the issuance assumption of additional Notes in accordance with the limitations set forth in this IndentureIssuer’s or any Guarantor’s obligations to the Holders; (e) to make any change that would provide for any additional rights or benefits to the acceptance of appointment by a successor trustee Holders or facilitate that does not materially adversely affect the administration of the trusts legal rights under this Indenture by more than one trusteeof any such Holder; (f) to reflect add covenants for the release benefit of the Company Holders or to surrender any right or power conferred upon the General Partner, as Guarantors, in accordance with the provisions of this IndentureIssuer or any Guarantor; (g) to secure comply with requirements of the NotesSEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (h) to add Guarantors with respect evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the Notes; orrequirements thereof or a successor collateral agent under the Security Documents; (i) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (j) to add a Guarantor under this Indenture or to secure the Obligations hereunder; (k) to conform the text of this Indenture, any Note Guarantee the Security Documents, the Guarantees or the Notes to any provision of the description thereof set forth in “Description of the Listing Particulars to Notes” section of the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (Offering Memorandum as certified described in an Officers’ Officer’s Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, ; (l) to make any further appropriate agreements and stipulations that may be therein contained and amendment to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the Issuerissuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Guarantors Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the Trustee rights of Holders to transfer Notes; (m) to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of additional First-Priority Obligations permitted by this Indenture; or (n) to comply with Sections 2.04(c) and (d) of the Intercreditor Agreement which requires the Collateral Agent to execute and deliver amendments to the Security Documents in connection with any sale, lease, exchange, transfer or other disposition of Collateral permitted under the terms of the Secured Credit Documents (as such term is defined in the Intercreditor Agreement). In addition, without the consent of the Holders of at least 66 2/3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may modify any Security Document or the provisions in this Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all or substantially all of the Notes at Collateral from the time outstanding, notwithstanding any Liens of the provisions Security Documents (except as permitted by the terms of Section 9.02this Indenture and the Security Documents) or change or alter the priority of the Liens in the Collateral.

Appears in 1 contract

Sources: Indenture (Uniti Group Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, OPTI, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Guarantees or indentures supplemental the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note to: (a1) to cure any ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) provide for uncertificated Notes in addition to evidence or in place of certificated Notes; (3) provide for the assumption of OPTI’s and each Guarantor’s obligations to the Holders by a successor to the Issuer as obligor OPTI or the Company such Guarantor pursuant to Article Five, Article Ten or the General Partner as Guarantors under this IndentureArticle Eleven hereof; (c4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the interests of the Holders legal rights hereunder of any Notes then outstandingsuch Holder; (d5) comply with requirements of the SEC in order to provide for effect or maintain the issuance qualification of additional Notes in accordance with this Indenture under the limitations set forth in this IndentureTIA; (e6) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trusteeTrustee; (f7) to reflect provide for the release issuance of the Company or the General Partner, as Guarantors, Additional Notes in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i) 8) to conform the text of this Indenture, any Note Guarantee the Guarantees or the Notes to any provision of the description thereof set forth in Offering Circular dated June 25, 2007 relating to the Listing Particulars Notes under the caption “Description of Notes” to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in of this Indenture, such Note Guarantee the Guarantees or the Notes Notes; (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, 9) to make any further appropriate agreements and stipulations that may be therein contained and amendment to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the Issuer, the Guarantors issuance and the Trustee without the consent administration of the Notes; provided, however, that such amendment does not adversely affect the rights of Holders to transfer Notes; or (10) to comply with Section 4.16 of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02this Indenture.

Appears in 1 contract

Sources: Indenture (Opti Canada Inc)

Without Consent of Holders of Notes. The IssuerNotwithstanding ‎‎Section 9.02 hereof, the Guarantors Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee mayand the Collateral Agent may amend or supplement this Indenture, from time to time, the Security Documents and at any time enter into an indenture Guarantee or indentures supplemental the Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a) to cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence a successor provide for uncertificated Notes in addition to or in place of certificated Notes or to provide for the Issuer as obligor or the Company or the General Partner as Guarantors under this Indentureissuance of Additional Notes; (c) to make any change that does not adversely affect the interests of the Holders of any Notes then outstandingcomply with ‎‎Section 5.01 hereof; (d) to provide for the issuance assumption of additional Notes in accordance with any Issuer’s or any Guarantor’s obligations to the limitations set forth in this IndentureHolders; (e) to make any change that would provide for any additional rights or benefits to the acceptance of appointment by a successor trustee Holders or facilitate that does not materially adversely affect the administration of the trusts legal rights under this Indenture by more than one trusteeof any such Holder; (f) to reflect add covenants for the release benefit of the Company Holders or the General Partner, as Guarantors, in accordance with the provisions of this Indentureto surrender any right or power conferred upon any Issuer or any Guarantor; (g) to secure comply with requirements of the NotesSEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (h) to add Guarantors with respect evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the Notes; orrequirements thereof or a successor collateral agent under the Security Documents; (i) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (j) to add a Guarantor under this Indenture or to secure the Obligations hereunder; (k) to conform the text of this Indenture, any Note Guarantee the Security Documents, the Guarantees or the Notes to any provision of the description thereof set forth in “Description of the Listing Particulars to Notes” section of the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (Offering Memorandum as certified described in an Officers’ Officer’s Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, ; or (l) to make any further appropriate agreements and stipulations that may be therein contained and amendment to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the Issuerissuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Guarantors Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the Trustee rights of Holders to transfer Notes; (m) to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of additional First-Priority Obligations permitted by this Indenture; or (n) to comply with Sections 2.04(c) and (d) of the Intercreditor Agreement which requires the Collateral Agent to execute and deliver amendments to the Security Documents in connection with any sale, lease, exchange, transfer or other disposition of Collateral permitted under the terms of the Secured Credit Documents (as such term is defined in the Intercreditor Agreement). In addition, without the consent of the Holders of at least 66 2⁄3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may modify any Security Document or the provisions in this Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all or substantially all of the Notes at Collateral from the time outstanding, notwithstanding any Liens of the provisions Security Documents (except as permitted by the terms of Section 9.02this Indenture and the Security Documents) or change or alter the priority of the Liens in the Collateral.

Appears in 1 contract

Sources: Indenture (Uniti Group Inc.)

Without Consent of Holders of Notes. The IssuerWithout the consent of or notice to any Holder of the Notes, the Guarantors Company and the Trustee maymay amend the Indenture Documents (i) to cure any ambiguity, omission, defect or inconsistency, (ii) to provide for the assumption by a successor Person of the obligations of the Company under this Indenture or obligations of a Guarantor under its Guarantee if in compliance with Article 5 hereof, (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code), (iv) to add guarantees or additional obligors with respect to the Notes (or to remove such guarantees or additional obligors, subject, in the case of the Subsidiary Guarantees, to Section 9.02 hereof), (v) to release any Guarantor from time its Guarantee pursuant to timethis Indenture when permitted or required by this Indenture, and at any time enter into an indenture (vi) to add to the covenants of the Company or indentures supplemental without a Subsidiary for the consent benefit of the Holders of the Notes hereto for one or more of the following purposes: (a) to cure surrender any ambiguity, defect right or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respect; (b) to evidence a successor to the Issuer as obligor or power conferred upon the Company or a Subsidiary, (vii) to provide for issuance of the General Partner as Guarantors Exchange Notes under this Indenture; Indenture (cincluding to provide for treatment of the Exchange Notes and the Notes as a single class of securities) in connection with the Registered Exchange Offer, (viii) to comply with any requirement of the Commission in connection with the qualification of this Indenture under the TIA or to otherwise comply with the TIA, (ix) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests rights of any Holder of the Holders Notes, (x) to conform the text of the Indenture Documents to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the Notes” section of the Offering Memorandum was intended to be a verbatim recitation of any Notes then outstanding; provision of the Indenture Documents, (dxi) to provide for the issuance of additional Additional Notes in accordance with the limitations set forth in this Indenture; Indenture as of the Issue Date, (exii) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) make any amendment to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; Indenture relating to the transfer and legending of Notes provided, however, that (ga) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes, (xiii) to secure evidence and provide the Notes; (h) to add Guarantors with respect to acceptance of the Notes; or (i) to conform the text appointment of a successor trustee under this Indenture, any Note Guarantee or (xiv) to comply with the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution rules of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02applicable securities depositary.

Appears in 1 contract

Sources: Indenture (Revlon Consumer Products Corp)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 hereof, the Company, the Guarantors and the Trustee maymay amend or supplement this Indenture, from time to time, and at any time enter into an indenture the Notes or indentures supplemental the Subsidiary Guarantees without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (ai) to cure any ambiguity, defect defect, error or inconsistency inconsistency; (ii) to provide for uncertificated Notes in this Indenture; provided that this action shall not adversely affect addition to or in place of certificated Notes; (iii) to provide for the interests assumption of the Company's or any Guarantor's obligations to the Holders of the Notes in any material respect; (b) to evidence by a successor to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturea Guarantor pursuant to Article 5 or Article 11 hereof; (civ) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the interests legal rights hereunder of any Holder of the Holders of any Notes then outstandingNote; (dv) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (vi) to provide for the issuance of additional Additional Notes in accordance with the limitations provisions set forth in this Indenture;; or (evii) to provide for the acceptance of appointment by allow any Guarantor to execute a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors supplemental indenture and/or a Subsidiary Guarantee with respect to the Notes; or (i) to conform the text of this Indenture, any Note Guarantee or the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, Company accompanied by a copy resolution of the resolutions of the its Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer Company and the Guarantors in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Southridge Plaza Holdings Inc)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02, the Guarantors Issuers, any Guarantor, any other obligor under the Notes and the Trustee mayTrustee, from time to timeas applicable, and at may amend or supplement this Indenture, any time enter into an indenture Note Guarantee or indentures supplemental any Notes without the consent of the Holders of the Notes hereto for one or more of the following purposesany Holder: (a1) to cure any provision determined by the Board of Directors of the Company in good faith, evidenced by a Board Resolution, to be an ambiguity, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b2) to evidence a successor provide for uncertificated Notes in addition to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenturein place of certificated Notes; (c3) to provide for the assumption of any Issuer’s or any Guarantor’s obligations to Holders of Notes in accordance with this Indenture in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets; (4) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not materially, in the good faith determination of the Board of Directors of the Company, evidenced by a Board Resolution, adversely affect the interests of the Holders legal rights under this Indenture of any Notes then outstandingsuch Holder; (d5) to provide for comply with requirements of the issuance Commission in order to effect or maintain the qualification of additional Notes in accordance with this Indenture under the limitations set forth in this IndentureTrust Indenture Act; (e6) to comply with the provisions under Section 4.08; (7) to evidence and provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trusteeTrustee; (f) 8) to reflect provide for the release issuance of the Company or the General Partner, as Guarantors, Additional Notes in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (i9) to conform the text of this Indenture, any Note Guarantee Indenture or the Notes to any provision of the description thereof set forth “Description of Notes” in the Listing Particulars Offering Memorandum to the extent that such provision in the Listing Particulars was is intended to be a verbatim recitation thereof. The Holders of a provision majority in this Indenture, such Note Guarantee or aggregate principal amount of the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join outstanding may waive compliance with the Issuer certain restrictive covenants and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Indenture.

Appears in 1 contract

Sources: Indenture (Zayo Group Holdings, Inc.)

Without Consent of Holders of Notes. The IssuerNotwithstanding Section 9.02 of this Indenture, the Guarantors Company and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes of one or more Series without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesNote: (a) to cure any ambiguityambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; provided, defect or inconsistency in however, that any amendment made solely to conform the provisions of this Indenture; provided that this action shall not adversely affect Indenture to the interests of Holders description of the Notes contained in any material respect; (b) the prospectus or other offering document pursuant to evidence a successor which the Notes of one or more Series were sold will not be deemed to the Issuer as obligor or the Company or the General Partner as Guarantors under this Indenture; (c) to make any change that does not adversely affect the interests of the Holders of any such Notes, as evidenced by an Officer’s Certificate stating that such text constitutes an unintended conflict with the description of the corresponding provision in the offering document; (b) to provide for uncertificated Notes then outstandingin addition to or in place of certificated Notes; (c) to provide for the assumption of the Company’s obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 hereof; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights hereunder of any Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (f) to provide for the issuance of additional and establish the form and terms and conditions of Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment any Series as permitted by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure add guarantees with respect to the Notes;Notes of any Series or to provide security for the Notes of any Series; or (h) to add Guarantors evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; or (i) Notes of one or more Series and to conform add to or change any of the text provisions of this Indenture, any Note Guarantee Indenture as shall be necessary to provide for or facilitate the Notes to any provision administration of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate)trusts hereunder by more than one Trustee. Upon the written request of the Issuer, Company accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee is hereby authorized to of the documents described in Section 7.02 hereof, the Trustee will join with the Issuer and the Guarantors Company in the execution of any such amended or supplemental indenture, indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall will not be obligated to, but may in its discretion, to enter into any such amended or supplemental indenture that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Appears in 1 contract

Sources: Indenture (Vse Corp)

Without Consent of Holders of Notes. The Notwithstanding Section 9.02 of this Indenture, the Issuer, Parent and the Subsidiary Guarantors and the Trustee may, from time to time, and at any time enter into an indenture may amend or indentures supplemental supplement this Indenture or the Notes without the consent of the Holders any Holder of the Notes hereto for one or more of the following purposesa Note: (a) to cure any ambiguity, omission, defect or inconsistency in this Indenture; provided that this action shall not adversely affect the interests of Holders of the Notes in any material respectinconsistency; (b) to evidence provide for the assumption by a successor to Person of the obligations of the Issuer as obligor or the Company or the General Partner as Guarantors under this IndentureIndenture or Parent under its Guarantee of the Notes; (c) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (d) to add Guarantees, including Subsidiary Guarantees, with respect to the Notes or to release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of this Indenture or to secure the Notes; (e) to add to the covenants of Parent or the Restricted Subsidiaries for the benefit of the holders of the Notes or to surrender any right or power conferred upon Parent or any Restricted Subsidiary; (f) to make any change that does not adversely affect the interests of the Holders rights of any Notes then outstanding; (d) to provide for the issuance holder of additional Notes in accordance with the limitations set forth in this Indenture; (e) to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under this Indenture by more than one trustee; (f) to reflect the release of the Company or the General Partner, as Guarantors, in accordance with the provisions of this Indenture; (g) to secure the Notes; (h) to add Guarantors with respect to the Notes; or (ig) to conform comply with any requirement of the text SEC in connection with the qualification of this Indenture, any Note Guarantee or Indenture under the Notes to any provision of the description thereof set forth in the Listing Particulars to the extent that such provision in the Listing Particulars was intended to be a verbatim recitation of a provision in this Indenture, such Note Guarantee or the Notes (as certified in an Officers’ Certificate). Upon the written request of the Issuer, accompanied by a copy of the resolutions of the Board of Directors certified by the General Partner’s Secretary or Assistant Secretary authorizing the execution of any supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Trust Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02Act.

Appears in 1 contract

Sources: Indenture (A 1 Homes Group Inc)