Common use of Amendments and Supplements to Indenture Without Consent of Holders Clause in Contracts

Amendments and Supplements to Indenture Without Consent of Holders. This Indenture may be amended or supplemented by the Partnership and the Trustee at any time and from time to time without the consent of the Holders by a Supplemental Indenture authorized by a resolution of the Executive Review Committee of the Partnership filed with, and in form satisfactory to, the Trustee, solely for one or more of the following purposes: (a) to add additional covenants of the Partnership, to surrender any right or power herein conferred upon the Partnership or to confer upon the Holders any additional rights, remedies, benefits, powers or authorities that may lawfully be conferred; (b) in increase the assets securing the Partnership's obligations under this Indenture; (c) to provide for the issuance of Additional Bonds on the conditions set forth in Section 2.3 (Additional Bonds); (d) for any purpose not inconsistent with the terms of this Indenture to cure any ambiguity or to correct or supplement any provision contained herein or in any Supplemental Indenture which may be defective or inconsistent with any other provision contained herein or in any Supplemental Indenture; (e) in connection with, and to reflect, any amendments to the provisions hereof required by the Rating Agencies in circumstances where confirmation of the Ratings are required under the Indenture in connection with the issuance of Additional Bonds or the taking of other actions by the Partnership; provided, however, that such amendments are not, in the judgment of the Trustee, to the prejudice of the Trustee or the Holders; or (f) to provide for the issuance of exchange Bonds as contemplated by any agreement entered into in connection with the issuance of Additional Bonds.

Amendments and Supplements to Indenture Without Consent of Holders. This Subject to the Intercreditor Agreement, this Indenture may be amended or supplemented by the Partnership Funding Company and the Bond Trustee at any time and from time to time without the consent of the Holders by a Supplemental Indenture authorized by a resolution of the Executive Review Committee Board of the Partnership Directors of Funding Company filed with, and in form satisfactory to, the Bond Trustee, solely for one or more of the following purposes: (a) to add additional covenants of the PartnershipFunding Company, to surrender any right or power herein conferred upon the Partnership Funding Company or to confer upon the Holders any additional rights, remedies, benefits, powers or authorities that may lawfully be conferred; (b) in to increase the assets securing the PartnershipFunding Company's obligations under this Indenture; (c) to provide for the issuance of Additional Bonds Securities on the conditions set forth in Section 2.3 (Additional BondsSecurities); (d) for any purpose not inconsistent with the terms of this Indenture to cure any ambiguity or to correct or supplement any provision contained herein or in any Supplemental Indenture which may be defective or inconsistent with any other provision contained herein or in any Supplemental Indenture; (e) in connection with, and to reflect, any amendments to the provisions hereof required by either of the Rating Agencies in circumstances where confirmation of the Ratings are required under the this Indenture in connection with the issuance of Additional Bonds or the taking of other actions by the PartnershipSecurities; provided, however, that such amendments are not, in the judgment of the Bond Trustee, to the prejudice of the Bond Trustee or the Holders; or (f) to provide for the issuance of exchange Bonds Exchange Securities, as contemplated by any agreement entered into in connection with the issuance of Additional BondsRegistration Rights Agreement.

Amendments and Supplements to Indenture Without Consent of Holders. This Indenture may be amended or supplemented by the Partnership Company and the Trustee at any time and from time to time time, without the consent of the Holders Holders, by a Supplemental Indenture authorized by a resolution of the Executive Review Committee Members of the Partnership Company filed with, and in form satisfactory to, to the Trustee, solely for one or more of the following purposes: (a) to add additional covenants of the PartnershipCompany, to surrender any right or power herein conferred upon the Partnership Company or to confer upon the Holders any additional rights, remedies, benefits, powers or authorities that may lawfully be conferred; (b) in to increase the assets securing the PartnershipCompany's obligations under this Indenture; (c) to provide for the issuance of Additional Bonds on the conditions set forth in Section 2.3 (Additional Bonds)Article II hereof; (d) for any purpose not inconsistent with the terms of this Indenture to cure any ambiguity or to correct or supplement any provision contained herein or in any Supplemental Indenture which may be defective or inconsistent with any other provision contained herein or in any Supplemental Indenture, provided that such amendments do not adversely affect Trustee or any Holder; (e) in connection with, and to reflect, any amendments to the provisions hereof required by the Rating Agencies Agency in circumstances where confirmation of the Ratings ratings of the Bonds are required under the this Indenture in connection with the issuance of Additional Bonds or the taking of other actions by the PartnershipCompany otherwise desires to obtain a Rating Reaffirmation; provided, however, that such amendments are not, in the judgment of the Trustee, to the prejudice of do not adversely affect the Trustee or the Holdersany Holder; or (f) to provide for the issuance of exchange Bonds as contemplated by any agreement entered into appoint a successor Trustee in connection accordance with the issuance terms and conditions of Additional BondsArticle XI.

Amendments and Supplements to Indenture Without Consent of Holders. This Indenture may be amended or supplemented (together with necessary conforming amendments to the Intercreditor Agreement, the Depositary Agreement and any other Financing Document the terms of which affect the rights of the Holders hereunder or thereunder) by the Partnership CE Generation and the Trustee at any time and from time to time without the consent of the Holders by a Supplemental Indenture authorized by a resolution of the Executive Review Committee Board of the Partnership Directors of CE Generation filed with, and in form satisfactory to, the Trustee, solely for one or more of the following purposes: (a) to add additional covenants of the PartnershipCE Generation, to surrender any right or power herein conferred upon the Partnership CE Generation or to confer upon the Holders any additional rights, remedies, benefits, powers or authorities that may lawfully be conferred; (b) in to increase the assets securing the PartnershipCE Generation's obligations under this Indenture; (c) to provide for the issuance of Additional Bonds Securities on the conditions set forth in Section 2.3 (Additional Bonds)2.3; (d) for any purpose not inconsistent with the terms of this Indenture to cure any ambiguity or to correct or supplement any provision contained herein or in any Supplemental Indenture which may be defective or inconsistent with any other provision contained herein or in any Supplemental Indenture; (e) in connection with, and to reflect, any amendments to the provisions hereof required by the Rating Agencies in circumstances where confirmation of the Ratings are required under the this Indenture in connection with the issuance of Additional Bonds Securities or the taking of other actions by the PartnershipCE Generation; provided, however, that such amendments are not, in the judgment of the Trustee, to the prejudice of the Trustee or the Holders; or (f) to provide for the issuance of exchange Bonds Exchange Securities, as contemplated by any agreement entered into the Registration Rights Agreement or similar exchange securities in connection with the issuance respect of Additional BondsSecurities.

Amendments and Supplements to Indenture Without Consent of Holders. This Indenture may shall, upon the Issuer’s request, be amended or supplemented by the Partnership Issuer and the Trustee at any time and from time to time time, without the consent of the Holders Holders, by a Supplemental Indenture authorized by a resolution of the Executive Review Committee Board of Directors or similar governing body of the Partnership Issuer filed with, and in form satisfactory to, the Trustee, solely for one or more of the following purposes:purposes:‌ (a) to add additional covenants of the PartnershipIssuer, to surrender any right or power herein conferred upon the Partnership Issuer or to confer upon the Holders any additional rights, remedies, benefits, powers or authorities that may lawfully be conferred; (b) in to increase the assets securing the Partnership's Issuer’s obligations under this Indenture; (c) to provide for the issuance of Additional Bonds on the conditions set forth in Section 2.3 (Additional Bonds); (d) for any purpose not inconsistent with the terms of this Indenture to cure any ambiguity or to correct or supplement any provision contained herein or in any Supplemental Indenture which may be defective or inconsistent with any other provision contained herein or in any Supplemental Indenture; (d) to make technical and other amendments that do not materially adversely affect Holders of Outstanding Notes (as determined in good faith by the Board of Directors or similar governing body of the Issuer) in order to allow or facilitate the listing or acceptance for listing for trading or quoting of the Notes on the TACT Institutional or another exchange or platform; Indenture; (e) to issue any Additional Notes in compliance with the terms of this (f) reserved; (g) to exclude any Oil Project from the Transaction Documents and the Sponsor Collateral, provided, however, that any amendment to the Transaction Documents and the Collateral Documents to exclude an Oil Project would not reasonably be expected to result in a Material Adverse Effect (without taking into account the reduction in the value of the Sponsor Collateral as a result of the exclusion of such Oil Project) and the Sponsor has delivered to the Trustee an opinion of recognized Israeli counsel in form and substance reasonably satisfactory to the Trustee to the effect that the first priority Lien of the Trustee in the Collateral related to reserves of natural gas or gas condensate would not be adversely affected; (h) to (x) evidence the exclusion of any Additional Leviathan Interests from the Transaction Documents and the Collateral Documents or (y) include any Additional Pledged Leviathan Interests in the Transaction Documents and the Collateral Documents; provided, however, that, in each case, any such amendment would not reasonably be expected to result in a Material Adverse Effect; (i) to make any amendments that do not materially adversely affect Holders of Outstanding Notes (as determined in good faith by the Board of Directors or similar governing body of the Issuer) in connection withwith a Working Interest Sale or a Fundamental Working Interest Sale, and to reflect, any amendments to including the provisions hereof required by exclusion from the Rating Agencies in circumstances where confirmation Sponsor Collateral of the Ratings are required under working interest sold in any Working Interest Sale or a Fundamental Working Interest Sale (without taking into account the Indenture reduction in connection with the issuance value of Additional Bonds or the taking Sponsor Collateral as a result of the sale of the working interest); or (j) to make any other actions by the Partnershipamendments that do not affect Holders of Outstanding Notes; provided, however, that any such other amendments are notpursuant to this clause (j) will not be, in the reasonable judgment of the TrusteeIssuer, adverse to the interests of the Holders of any series of Outstanding Notes. The Trustee shall be entitled to request, and shall be permitted to conclusively rely upon a certificate from an Authorized Officer of the Issuer or the Sponsor, as applicable, as to any of the foregoing matters not having a Material Adverse Effect or otherwise adversely, or materially adversely, affecting the Holders, as applicable. In addition, notwithstanding anything to the contrary herein, if the Issuer or the Sponsor gives notice to the Trustee that the Sponsor intends to consummate a Permitted Restructuring, the Sponsor, the Issuer, the Trustee and the Collateral Agent shall, promptly after receipt of a Permitted Restructuring Certificate, execute such documentation as is necessary to make the amendments to the Financing Documents determined by the Board of Directors or similar governing body of the Issuer acting in good faith to be appropriate (as set forth in a Permitted Restructuring Certificate) that do not materially adversely affect the rights and remedies of Holders of Outstanding Notes under the Financing Documents, as determined by the Board of Directors or similar governing body of the Issuer acting in good faith (as set forth in a Permitted Restructuring Certificate), solely to reflect the consummation of a Permitted Restructuring (including any and all consequential changes) including without limitation reflecting the release of and/or assignment by the Issuer and/or the Sponsor from their obligations under the Financing Documents to which they are a party in connection therewith, in each case without the consent of any Holder or other Person. Upon the consummation of a Permitted Restructuring that entails Restructuring Option A2, NewCo will be deemed to be named in the Notes and under the other Financing Document as the principal obligor in place of the Issuer and the Issuer shall be released from all its obligations under the Notes and other Financing Documents. In addition, so long as the Notes are listed for trading on the TACT Institutional, any amendment made pursuant this Section 7.1 to the Indenture shall be in accordance with the provisions of the Applicable Procedures (including, to the prejudice of extent required by the Trustee or the Holders; or (f) to provide for the issuance of exchange Bonds as contemplated by any agreement entered into in connection with the issuance of Additional BondsApplicable Procedure, TASE approval).