Amendments, Supplements and Waivers. (i) With the written consent of the Administrative Agent and the Corporate Trustee, the Grantor may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor hereunder or thereunder. (ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10. (iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors. (iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements. (v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement. (b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees, (i) to add to the covenants of the Grantor, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantor; (ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or (iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the interests of the Secured Holders.
Appears in 1 contract
Samples: Collateral Trust Agreement (Pacificare Health Systems Inc /De/)
Amendments, Supplements and Waivers. (ia) With the written ---------------------------------------- consent of the Administrative Agent Agent, the Trustee and the Corporate Trustee, the Grantor Obligors may, from time to time, enter into written agreements supplemental hereto or to any Trust Security Document for the purpose of adding to to, or waiving any provision of provisions of, this Trust Agreement or any of the Shared Collateral Documents Trust Security Document or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties or the Grantor Obligors hereunder or thereunder.
; provided that no such supplemental agreement shall (i) amend, modify -------- modify or waive any provision of this Section 6.3 without the written consent of the Administrative Agent and each Surety Party, (ii) No such amendmentexcept as provided in the next succeeding sentence, waiver reduce the percentages or consent shall, unless change the numbers specified in writing and signed by the Individual Trustee, definition of Required Secured Parties or amend, modify or waive any provision of Sections 2.10, 3.4, 3.5, 4.6 or otherwise 6.10 or the definition of First Priority Secured Obligations, Surety Bond or Secured Obligations without the written consent of each Secured Party whose rights would be adversely affected thereby or (iii) amend, modify or waive any provision of Section 7.10.
4 or 5 or alter the duties, rights or obligations of the Trustee hereunder or under the Trust Security Documents without the written consent of the Trustee. In addition, if the Administrative Agent shall advise the Trustee in writing that the Required Lenders (iiias defined in the Credit Agreement) have agreed with the Company that additional indebtedness of the Company shall be secured equally and ratably by all or any portion of the Collateral, the Trustee shall enter into such supplemental agreements satisfactory to the Trustee with the Obligors as shall be reasonably requested by the Administrative Agent to effect such agreement (which supplemental agreement may be in the form of an amendment and restatement of this Trust Agreement). Any such supplemental agreement shall be binding upon the GrantorObligors, the RepresentativesAdministrative Agent, the Surety Parties, the Secured Holders Parties and the Collateral Trustees Trustee and their respective successors.
(ivb) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer Without the consent of the Grantor to Administrative Agent, the effect that such supplemental agreement will not result in a breach of Surety Parties or any provision or covenant contained in Secured Party, the Trustee and any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor mayObligors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Trust Security Document, in form satisfactory to the Collateral Trustees,
Trustee, (i) to add to the covenants of the Grantor, such Obligor for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon the Grantor;
such Obligor; (ii) to mortgagemortgage or pledge to the Trustee, pledge or grant a security interest in favor of the Collateral Trustees Trustee in, any property or assets as additional security for the Secured Obligations any property Obligations; or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein or in any Trust Security Document which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action -------- contemplated by this clause (iii) shall not adversely affect the interests of the Secured HoldersParties.
(c) The Trustee may, but shall not be obligated to, enter into any supplemental agreement pursuant to this Section 6.3 which would adversely affect its interests hereunder.
Appears in 1 contract
Samples: Trust Agreement (Federal Mogul Corp)
Amendments, Supplements and Waivers. (ia) With The Trustee and the Obligors may, with the written consent of the Required Secured Debt Parties and the Required Surety Parties and, to the extent such party holds Secured Obligations, the Administrative Agent and the Corporate Trustee, the Grantor mayLiberty, from time to time, time enter into written agreements supplemental hereto or to any Trust Security Document for the purpose of adding to to, or waiving any provision of provisions of, this Trust Agreement or any of the Shared Collateral Documents Trust Security Document or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties or the Grantor Obligors hereunder or thereunder.
; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of the Surety Parties, the Administrative Agent and, if any Indenture Securities are outstanding, the Indenture Trustee, (ii) No such amendmentexcept as provided in the next succeeding sentence, waiver reduce the percentages or consent shallchange the numbers specified in the definition of Required Instructing Parties, unless in writing and signed by the Individual TrusteeRequired Secured Debt Parties, or Required Surety Parties or amend, modify or waive any provision of Sections 2.10, 3.4, 3.5, 3.6, 4.6 or otherwise 6.10 or the definition of First Priority Secured Obligations, Second Priority Secured Obligations, Third Priority Secured Obligations, Surety Bond or Secured Obligations (or the definitions of any defined terms used in such definitions) without the written consent of each Secured Party whose rights would be adversely affected thereby or (iii) amend, modify or waive any provision of Section 7.10.
4 or 5 or alter the duties, rights or obligations of the Trustee hereunder or under the Trust Security Documents without the written consent of the Trustee. In addition, if the Administrative Agent shall advise the Trustee in writing that the Required Secured Debt Parties have agreed with the Company that additional indebtedness of the Company shall be secured by all or any portion of the Collateral, and each Surety Party shall have given its written consent thereto, the Trustee shall enter into such supplemental agreements satisfactory to the Trustee with the Obligors as shall be reasonably requested by the Administrative Agent, with the concurrence of each Surety Party, to effect such agreement (iii) which supplemental agreement may be in the form of an amendment and restatement of this Trust Agreement). Any such supplemental agreement shall be binding upon the GrantorObligors, the RepresentativesAdministrative Agent, the Indenture Trustee, the Surety Parties, the Secured Holders Parties and the Collateral Trustees Trustee and their respective successors.
(ivb) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer Without the consent of the Grantor to Administrative Agent, the effect that such supplemental agreement will not result in a breach of Indenture Trustee, the Surety Parties or any provision or covenant contained in other Secured Party, the Trustee and any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor mayObligors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Trust Security Document, in form satisfactory to the Collateral Trustees,
Trustee, (i) to add to the covenants of the Grantor, such Obligor for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon the Grantor;
such Obligor; (ii) to mortgagemortgage or pledge to the Trustee, pledge or grant a security interest in favor of the Collateral Trustees Trustee in, any property or assets as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwiseObligations; or
(iii) to cure any ambiguity, to correct or supplement any provision herein or in any Trust Security Document which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action contemplated by this clause (iii) shall not adversely affect the interests of the Secured HoldersParties; or (iv) to add, delete or modify any provision herein to the extent required by the U.S. Securities and Exchange Commission with respect to the qualification of the Indenture under the Trust Indenture Act.
(c) The Trustee may, but shall not be obligated to, enter into any supplemental agreement pursuant to this Section 6.3 which would adversely affect its interests hereunder.
Appears in 1 contract
Samples: Trust Agreement (Anc Rental Corp)
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Agent Directing Parties, the Collateral Trustee and the Corporate Trustee, the Grantor Grantors may, from time to time, enter into written agreements supplemental hereto or to any other Trust Security Document for the purpose of adding to to, or waiving any provision of provisions of, this Agreement or any of the Shared Collateral Documents other Trust Security Document or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties or the Grantor Grantors hereunder or thereunder.
; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of the Primary Holder Representatives for each Class of Primary Secured Obligations then outstanding, (ii) No amend the definition of Directing Parties or any use of such amendmentdefined term in this Agreement, waiver in each case without the consent of both Primary Holder Representatives, (iii) reduce the percentages or consent shall, unless change the numbers specified in writing the definition of Majority Class Holders and signed by the Individual Trustee, Majority Secured Parties or amend, modify or waive or otherwise modify any provision of Section 7.10.
3.4 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iiiiv) amend, modify or waive any provision of Section 8 without the consent of each Primary Holder Representative with respect to each Class of Primary Secured Obligations then outstanding, but only if the relative rights of the holders of such Class would be adversely affected thereby, (v) amend, modify or waive any provision of Section 3, 3A, 4 or 5 or otherwise alter the duties, rights or obligations of the Collateral Trustee hereunder or under the other Trust Security Documents without the written consent of the Collateral Trustee or (vi) if no Notice of Acceleration is in effect, amend, modify or waive any provision of Section 3A without the consent of the Company (not to be unreasonably withheld or delayed). Any such supplemental agreement shall be binding upon the GrantorGrantors, the Representativeseach Primary Holder Representative, the Secured Holders Parties and the Collateral Trustees Trustee and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer successors and assigns. No consent of the Grantor Grantors shall be required for any amendment, waiver or supplement to the effect this Agreement except for amendments, waivers and supplements that such supplemental agreement will not result in a breach of any provision or covenant contained in would reasonably be expected to adversely impact any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementGrantors.
(b) Notwithstanding the provisions foregoing, solely with the consent of paragraph the Directing Parties (aand without the consent of any other Secured Party), the Collateral Trustees Trustee and any of the Grantor mayGrantors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral other Trust Security Document, in form satisfactory to the Directing Parties and acceptable to Collateral Trustees,
Trustee, (i) to add to the covenants of the Grantor, such Grantor for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon such Grantor or add to the Grantor;
rights or benefits of the Secured Parties; (ii) to mortgagemortgage or pledge to the Collateral Trustee, pledge or grant a security interest in favor of the Collateral Trustees Trustee in, any property or assets as additional security for the Secured Obligations or to preserve, perfect or establish any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to liens on the Collateral Trustees pursuant to secure the Secured Obligations or the rights of the Collateral Trustee with respect thereto; (iii) to conform to any Shared Collateral Document Applicable Law or otherwiseto advice given by special or local counsel; or
(iiiiv) to cure any ambiguity, to correct or supplement any provision herein or in any other Trust Security Document which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action contemplated by this clause (iv) shall not adversely affect the interests of the Secured HoldersParties; (v) to secure additional Secured Obligations otherwise permitted to be secured by the Collateral pursuant to the Secured Instruments; or (vi) to provide for the assumption of the Company’s or any Grantor’s obligations under any Trust Security Document in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Grantor’s assets, as applicable.
(c) For purposes of voting under this Agreement, Secured Obligations registered in the name of or beneficially owned by the Company or any Affiliated Entity of the Company will be deemed not to be outstanding.
Appears in 1 contract
Samples: Collateral Trust and Intercreditor Agreement (American Capital, LTD)
Amendments, Supplements and Waivers. (i) With Section 8.01. Without the written consent Consent of Holders. Notwithstanding anything to the Administrative Agent contrary in Section 8.02, the Company and the Corporate Trustee, Trustee may amend or supplement this Indenture or the Grantor may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, Notes without the consent of any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory Notes;
(B) add guarantees with respect to the Collateral Trustees,Company’s obligations under this Indenture or the Notes;
(iC) to secure the Notes;
(D) add to the Company’s covenants or Events of the Grantor, Default for the benefit of the Representatives Holders or any Secured Holder, or to surrender any right or power herein conferred upon on the GrantorCompany;
(E) provide for the assumption of the Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that (i) no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A); and (ii) such irrevocable election or elimination can in no event result in a Specified Dollar Amount of less than $1,000 per $1,000 principal amount of Notes applying to mortgage, pledge the conversion of any Note;
(H) evidence or grant a security interest in favor provide for the acceptance of the Collateral Trustees as additional security for appointment, under this Indenture, of a successor Trustee;
(I) conform the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, provisions of this Indenture and the Notes to the Collateral Trustees “Description of Notes” section of the Company’s preliminary offering memorandum, dated October 27, 2022, as supplemented by the related pricing term sheet, dated October 27, 2022;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any Shared Collateral Document requirement of the SEC in connection with any qualification of this Indenture or otherwiseany supplemental indenture under the Trust Indenture Act, as then in effect; or
(iiiL) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions change to this Indenture or the Notes that does not, individually or in the aggregate with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreementall other such changes, provided such action shall not adversely affect the interests rights of the Secured Holders, as such, in any material respect, as determined by the Company in good faith. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Appears in 1 contract
Samples: Indenture (Nextgen Healthcare, Inc.)
Amendments, Supplements and Waivers. (i) With SECTION 8.1 WITHOUT CONSENT OF HOLDERS OF NOTES. Without the written consent of any Holders of Notes, the Administrative Agent Issuer and the Corporate TrusteeCompany, the Grantor maywhen authorized by Board Resolutions of their respective Boards of Directors, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without may amend this Indenture and the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,Notes to:
(ia) to add to the covenants of the Grantor, Issuer and the Company for the benefit of the Representatives or any Secured Holder, or to Holders of Notes;
(b) surrender any right or power herein conferred upon the GrantorIssuer or the Company;
(iic) make provision with respect to mortgage, pledge or grant a security interest in favor the conversion rights of Holders of Notes pursuant to Section 14.11 hereof;
(d) provide for the assumption of the Collateral Trustees as additional security for Issuer's and the Secured Obligations Company's obligations to the Holders of Notes in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article VII hereof;
(e) reduce the Conversion Price; provided, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders;
(f) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(g) make any property changes or assets which are required modifications to this Indenture necessary in connection with the registration of any Notes and the Common Shares to be mortgaged or pledgeddelivered upon conversion of any Notes under the Securities Act as contemplated in the Registration Rights Agreement, or in which a security interest is required to be grantedprovided, to the Collateral Trustees that such action pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors of the Issuer, adversely affect the interests of the Holders in any Shared Collateral Document or otherwise; ormaterial respect;
(iiih) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision hereinherein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Agreement 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 AgreementIndenture, provided provided, that such action pursuant to this clause (h) does not, in the good faith opinion of the Board of Directors of the Issuer, adversely affect the interests of the Holders in any material respect;
(i) add or modify any 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 (i) does not adversely affect the interests of the Secured Holders; or
(j) comply with the procedures of the Depositary.
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of (i) the Administrative Agent and (ii) either the Corporate TrusteeRollover Note Trustee and/or such Rollover Noteholders as may be required under the Rollover Note Indenture, the Grantor Joint Collateral Agent and the Company may, at any time and from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Joint Collateral Trustees, the RepresentativesAgent, the Secured Holders and Parties or the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Credit Parties hereunder. Any such supplemental agreement shall be binding upon the GrantorCredit Parties, the RepresentativesAdministrative Agent, the Rollover Note Trustee, the Secured Holders Parties and the Joint Collateral Trustees Agent and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer . Without the consent of the Grantor to Secured Parties, the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in Joint Collateral Agent and any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor Credit Parties may, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into one or more additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared the Collateral DocumentDocuments, in form satisfactory to the Joint Collateral Trustees,
Agent, (i) to add to the covenants of the Grantor, Credit Parties for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon the Grantor;
Credit Parties, (ii) to mortgage, pledge mortgage to the Joint Collateral Agent any property or grant a security interest in favor of the Collateral Trustees assets as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledgedObligations, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein or in the Collateral Documents which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which other provision shall not be inconsistent with the provisions of this Agreementany provision hereof; provided, provided however, that any such action contemplated by this clause (iii) shall not adversely affect the interests of the first Priority Secured HoldersParties or the Second Priority Secured Parties.
Appears in 1 contract
Samples: Intercreditor and Collateral Agency Agreement (Mariner Health Care Inc)
Amendments, Supplements and Waivers. (ia) With Subject to the terms of the Intercreditor Agreement, with the written consent of the Administrative Indenture Trustee and each New Second Lien Representative (if any) (in each case given in accordance with (x) the requirements (including the amendment provisions) of the Second Lien Documents with respect to the applicable Series of Second Lien Obligations or (y) Section 8.18 of this Agreement (if applicable)), the Collateral Agent and the Corporate Trustee, the Grantor Trustors may, from time to time, enter into written agreements supplemental hereto supplements, amendments, restatements, waivers or other modifications to this Agreement or any Second Lien Collateral Document for the purpose of adding to to, amending, waiving or waiving otherwise modifying any provision of this Agreement or any of the Shared Second Lien Collateral Documents Document or changing in any manner the rights of the Collateral TrusteesAgent, the Representatives, Second Lien Secured Parties or the Secured Holders and the Grantor Trustors hereunder or thereunder.; provided, however, that:
(i) no such supplement, amendment, restatement, waiver or other modification shall, without the written consent of the Collateral Agent, (x) amend, modify or waive any provision of Section 6 or alter the duties or obligations of the Collateral Agent hereunder or under any Second Lien Collateral Document or (y) amend or modify the definition of “Majority Holders” set forth in Section 1.2;
(ii) No any such supplement, amendment, restatement, waiver or other modification that would only adversely affect the Second Lien Obligations of a particular Series shall require only the written consent shall, unless of the Representative with respect to such Series (given in writing and signed by accordance with the Individual Trustee, amend, waive or otherwise modify any provision requirements (including the amendment provisions if applicable) of Section 7.10.the Second Lien Documents with respect to such Series); and
(iii) any such supplement, amendment, restatement, waiver or other modification that has the effect of releasing Second Lien Collateral from the Liens granted pursuant to the Second Lien Collateral Documents other than as provided for in Section 7.1 shall be effective only if made in accordance with the requirements of, and the amendment provisions set forth in, the Second Lien Documents; provided, however, that notwithstanding the foregoing, (x) no Trustor shall have any right to consent to or approve any supplement, amendment, restatement, waiver or other modification of any provision of this Agreement that is solely and exclusively an intercreditor matter that affects the Second Lien Secured Parties and does not adversely affect the rights or obligations of any Trustor (including, without limitation, Sections 2.4 and 4.4), but the Collateral Agent shall provide a copy of any such executed amendment, restatement, supplement, modification or waiver to the Trustors and (y) without the consent of any Second Lien Secured Party, any Second Lien Collateral Document may be supplemented, amended, restated, waived or otherwise modified (A) to the extent (and only to the extent) required (i) by the Intercreditor Agreement or (ii) to allow for any release of Second Lien Collateral that is expressly permitted by Section 7.1 and (B) in the following circumstances:
(1) to cure any ambiguity, defect or inconsistency in this Agreement, the Second Lien Security Agreement or any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens are governed;
(2) to comply with (i) Article 5 of the Indenture or (ii) the comparable provisions of any New Second Lien Documents; provided, in the case of clause (ii), that the applicable supplement, amendment, restatement, waiver or other modification does not adversely affect the Second Lien Note Obligations;
(3) to comply with any requirements of the Securities and Exchange Commission in connection with the qualification under the Trust Indenture Act of 1939 of (i) the Indenture or (ii) any New Second Lien Documents; provided, in the case of clause (ii), that the applicable supplement, amendment, restatement, waiver or other modification does not adversely affect the Second Lien Note Obligations;
(4) to evidence and provide for the acceptance of an appointment by a successor Indenture Trustee or Collateral Agent;
(5) to conform the text of this Agreement, the Second Lien Security Agreement or any other agreement, document or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens are governed to any provision of the “Description of Notes” section of the offering memorandum dated February 24, 2010 relating to the offering by the Company of the Notes; or
(6) to make any other change that does not materially and adversely affect the rights of any Second Lien Secured Party. Any such supplemental agreement supplement, amendment, restatement, waiver or other modification shall be binding upon the GrantorTrustors, the Representatives, the Second Lien Secured Holders Parties and the Collateral Trustees Agent and their respective successors.
(iv) . The Collateral Trustees Agent shall not enter into any such supplemental agreement supplement, amendment, restatement, waiver or other modification unless they it shall have received (x) written authorization from the Indenture Trustee and each New Second Lien Representative to enter into same, which authorization shall include a certificate of an Authorized Officer statement to the effect that the requisite holders of the Grantor applicable Series of Second Lien Obligations (determined under the Second Lien Documents governing such Series) have authorized the entry into same and (y) an Officer’s Certificate to the effect that such supplemental agreement supplement, amendment, restatement, waiver or other modification will not result in a breach of any provision or covenant contained in the Indenture, any of other Second Lien Document, the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, Intercreditor Agreement or this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementAgreement.
(b) Notwithstanding the provisions foregoing, without the consent of paragraph (a)any Second Lien Secured Party, the Collateral Trustees Agent and the Grantor mayTrustors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared pledge or Second Lien Collateral Documents or one or more agreements supplemental hereto or to any Shared Second Lien Collateral Document, in form satisfactory to the Collateral Trustees,Agent:
(i) to add to the covenants of the GrantorTrustors, for the benefit of the Representatives or any Second Lien Secured HolderParties, or to surrender any right or power herein conferred upon the GrantorTrustors;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which that are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees Agent pursuant to any Shared Second Lien Collateral Document or otherwiseany other applicable Second Lien Document; orand
(iii) to cure any ambiguityambiguity or omission, to correct or to supplement any provision herein which or in any Second Lien Collateral Document that may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions with respect to matters or questions arising hereunder or under this Agreement which any Second Lien Collateral Document that shall not be inconsistent with the provisions any provision hereof or of this Agreement, provided such action shall not adversely affect the interests of the Secured Holdersany Second Lien Collateral Document.
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Trustee, the Collateral Agent and the Corporate Trustee, the Grantor Trustors may, from time to time, enter into written agreements among them supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents Document or changing in any manner the rights of the Collateral TrusteesAgent, the Representatives, Holders or the Secured Holders and the Grantor Trustors hereunder or thereunder.; provided, however, that no such supplemental agreement shall,
(i) without the written consent of the Trustee, (A) amend, modify or waive any provision of Section 4.4 or this Section 8.1, (B) reduce the percentage specified in the definition of Majority Holders, or (C) amend or modify the definition of the term “Secured Obligations”;
(ii) No such amendment, waiver or without the written consent shall, unless in writing and signed by of the Individual Trustee, amend, modify or waive or otherwise modify any provision of Section 7.10.4.5;
(iii) without the written consent of the Collateral Agent, amend, modify or waive any provision of Section 6 or alter the duties or obligations of the Collateral Agent hereunder; or
(iv) without the written consent of the Collateral Agent, amend or modify the definition of “Majority Holders” set forth in Section 1 of this Agreement. Any such supplemental agreement shall be binding upon the GrantorTrustors, the Representatives, the Secured Holders and the Collateral Trustees Agent and their respective successors.
(iv) . The Collateral Trustees Agent shall not enter into any such supplemental agreement unless they it shall have received a certificate of an Authorized a Responsible Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementIndenture.
(b) Notwithstanding Without the provisions consent of paragraph (a)any Holders, the Collateral Trustees Agent and the Grantor mayTrustors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared pledge or Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral TrusteesAgent,
(i) to add to the covenants of the GrantorTrustors, for the benefit of the Representatives or any Secured HolderHolders, or to surrender any right or power herein conferred upon the GrantorTrustors;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which that are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees Agent pursuant to any Shared Collateral Document or otherwise; orthe Indenture;
(iii) to cure evidence the release, termination or discharge of any ambiguityLien securing the Secured Obligations when such release, termination or discharge is permitted by the Indenture and this Agreement;
(iv) to correct or supplement any provision herein which may be inconsistent with any other provision herein, or release Collateral as permitted under the Indenture and the Collateral Documents;
(v) to make any other provisions with respect change that does not materially adversely affect the rights of any Holder; and
(vi) to matters cure any ambiguity or questions arising under this Agreement which shall not be correct any inconsistent with the provisions of this Agreementor otherwise defective provision contained in any Collateral Document, provided so long as such action shall will not adversely affect the interests interest of the Secured Holders.
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of --------------------------------------- the Administrative Agent Agent, the Trustee and the Corporate Trustee, the Grantor Obligors may, from time to time, enter into written agreements supplemental hereto or to any Trust Security Document for the purpose of adding to to, or waiving any provision of provisions of, this Trust Agreement or any of the Shared Collateral Documents Trust Security Document or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties or the Grantor Obligors hereunder or thereunder.
; provided that no such supplemental agreement shall (i) amend, modify -------- or waive any provision of this subsection 6.3 without the written consent of the Administrative Agent and each Public Debt Trustee, (ii) No such amendmentexcept as provided in the next succeeding sentence, waiver reduce the percentages or consent shall, unless change the numbers specified in writing and signed by the Individual Trustee, definition of Required Secured Parties or Required Other Collateral Secured Parties or amend, modify or waive any provision of subsection 3.4 or otherwise the definition of Secured Obligations without the written consent of each Secured Party whose rights would be adversely affected thereby or (iii) amend, modify or waive any provision of Section 7.10.
4 or 5 or alter the duties, rights or obligations of the Trustee hereunder or under the Trust Security Documents without the written consent of the Trustee. In addition, if the Administrative Agent shall advise the Trustee in writing that the Required Lenders (iiias defined in the Credit Agreement) have agreed with the Company that additional indebtedness of the Company shall be secured equally and ratably by all or any portion of the Collateral, the Trustee shall enter into such supplemental agreements satisfactory to the Trustee with the Obligors as shall be reasonably requested by the Administrative Agent to effect such agreement (which supplemental agreement may be in the form of an amendment and restatement of this Trust Agreement). Any such supplemental agreement shall be binding upon the GrantorObligors, the RepresentativesAdministrative Agent, each Public Debt Trustee, the Secured Holders Parties and the Collateral Trustees Trustee and their respective successors.
(ivb) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer Without the consent of the Grantor to Administrative Agent, any Public Debt Trustee or any Secured Party, the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in Trustee and any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor mayObligors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Trust Security Document, in form satisfactory to the Collateral Trustees,
Trustee, (i) to add to the covenants of the Grantor, such Obligor for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon the Grantor;
such Obligor; (ii) to mortgagemortgage or pledge to the Trustee, pledge or grant a security interest in favor of the Collateral Trustees Trustee in, any property or assets as additional security for the Secured Obligations any property Obligations; or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein or in any Trust Security Document which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action -------- contemplated by this clause (iii) shall not adversely affect the interests of the Secured HoldersParties.
Appears in 1 contract
Samples: Trust Agreement (Federal Mogul Corp)
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Applicable Directing Parties, the Collateral Agent and the Corporate Trustee, the Grantor Grantors may, from time to time, enter into written agreements supplemental hereto or to any other Security Document for the purpose of adding to to, or waiving any provision of provisions of, this Agreement or any of the Shared Collateral Documents other Security Document or changing in any manner the rights of the Collateral Trustees, the RepresentativesAgent, the Secured Holders and Parties or the Grantor Grantors hereunder or thereunder.
; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of the Primary Holder Representatives for each Class of Primary Secured Obligations then outstanding, (ii) No amend the definition of Applicable Directing Parties or any use of such amendmentdefined term in this Agreement, waiver in each case without the consent of each Primary Holder Representative, (iii) reduce the percentages or consent shall, unless change the numbers specified in writing the definition of Majority Class Holders and signed by the Individual Trustee, Instructing Secured Parties or amend, modify or waive or otherwise modify any provision of Section 7.10.
3.5 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iiiiv) amend, modify or waive any provision of Section 8 without the consent of each Primary Holder Representative with respect to each Class of Primary Secured Obligations then outstanding, but only if the relative rights of the holders of such Class would be adversely affected thereby, or (v) amend, modify or waive any provision of Section 3, 4 or 5 or otherwise alter the duties, rights or obligations of the Collateral Agent without the written consent of the Collateral Agent. Any such supplemental agreement shall be binding upon the GrantorGrantors, the Representativeseach Primary Holder Representative, the Secured Holders Parties and the Collateral Trustees Agent and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer successors and assigns. No consent of the Grantor Grantors shall be required for any amendment, waiver or supplement to the effect this Agreement except for amendments, waivers and supplements that such supplemental agreement will not result in a breach of any provision or covenant contained in would reasonably be expected to adversely impact any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementGrantors.
(b) Notwithstanding the provisions foregoing, solely with the consent of paragraph the Applicable Directing Parties (aand without the consent of any other Secured Party), the Collateral Trustees Agent and any of the Grantor mayGrantors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral other Security Document, in form satisfactory to the Applicable Directing Parties and acceptable to Collateral Trustees,
Agent, (i) to add to the covenants of the Grantor, such Grantor for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon such Grantor or add to the Grantor;
rights or benefits of the Secured Parties; (ii) to mortgagemortgage or pledge to the Collateral Agent, pledge or grant a security interest in favor of the Collateral Trustees Agent in, any property or assets as additional security for the Secured Obligations or to preserve, perfect or establish any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to liens on the Collateral Trustees pursuant to secure the Secured Obligations or the rights of the Collateral Agent with respect thereto; (iii) to conform to any Shared Collateral Document Applicable Law or otherwiseto advice given by special or local counsel; or
(iiiiv) to cure any ambiguity, to correct or supplement any provision herein or in any other Security Document which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action contemplated by this clause (iv) shall not adversely affect the interests of the Secured HoldersParties; (v) to secure additional Secured Obligations otherwise permitted to be secured by the Collateral pursuant to the Secured Instruments; or (vi) to provide for the assumption of the Company's or any Grantor's obligations under any Security Document in the case of a merger or consolidation or sale of all or substantially all of the Company's or such Grantor's assets, as applicable.
(c) For purposes of voting under this Agreement, Secured Obligations registered in the name of or beneficially owned by the Company or any Affiliated Entity of the Company will be deemed not to be outstanding.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (American Capital, LTD)
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Agent Directing Parties, the Collateral Trustee and the Corporate Trustee, the Grantor Grantors may, from time to time, enter into written agreements supplemental hereto or to any other Trust Security Document for the purpose of adding to to, or waiving any provision of provisions of, this Agreement or any of the Shared Collateral Documents other Trust Security Document or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties or the Grantor Grantors hereunder or thereunder.
; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this subsection 6.3 without the written consent of the Primary Holder Representatives for each Class of Primary Secured Obligations then outstanding, (ii) No amend the definition of “Directing Parties” or any use of such amendmentdefined term in this Agreement, waiver in each case without the consent of both Primary Holder Representatives, (iii) reduce the percentages or consent shall, unless change the numbers specified in writing the definition of Majority Class Holders and signed by the Individual Trustee, Majority Secured Parties or amend, modify or waive any provision of subsection 3.4 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iv) amend, modify or waive any provision of Section 7.10.
8 without the consent of each Primary Holder Representative with respect to each Class of Primary Secured Obligations then outstanding, but only if the relative rights of the holders of such Class would be adversely affected thereby, (iiiv) amend, modify or waive any provision of Section 3, 3A, 4 or 5 or otherwise alter the duties, rights or obligations of the Collateral Trustee hereunder or under the other Trust Security Documents without the written consent of the Collateral Trustee or (vi) if no Notice of Acceleration is in effect, amend, modify or waive any provision of Section 3A without the consent of the Company (not to be unreasonably withheld or delayed). Any such supplemental agreement shall be binding upon the GrantorGrantors, the Representativeseach Primary Holder Representative, the Secured Holders Parties and the Collateral Trustees Trustee and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer successors and assigns. No consent of the Grantor Grantors shall be required for any amendment, waiver or supplement to the effect this Agreement except for amendments, waivers and supplements that such supplemental agreement will not result in a breach of any provision or covenant contained in would reasonably be expected to adversely impact any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementGrantors.
(b) Notwithstanding the provisions foregoing, solely with the consent of paragraph the Directing Parties (aand without the consent of any other Secured Party), the Collateral Trustees Trustee and any of the Grantor mayGrantors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral other Trust Security Document, in form satisfactory to the Directing Parties and acceptable to Collateral Trustees,
Trustee, (i) to add to the covenants of the Grantor, such Grantor for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon such Grantor or add to the Grantor;
rights or benefits of the Secured Parties; (ii) to mortgagemortgage or pledge to the Collateral Trustee, pledge or grant a security interest in favor of the Collateral Trustees Trustee in, any property or assets as additional security for the Secured Obligations or to preserve, perfect or establish any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to liens on the Collateral Trustees pursuant to secure the Secured Obligations or the rights of the Collateral Trustee with respect thereto; (iii) to conform to any Shared Collateral Document Applicable Law or otherwiseto advice given by special or local counsel; or
(iiiiv) to cure any ambiguity, to correct or supplement any provision herein or in any other Trust Security Document which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action contemplated by this clause (iv) shall not adversely affect the interests of the Secured HoldersParties; (v) to secure additional Secured Obligations otherwise permitted to be secured by the Collateral pursuant to the Secured Instruments; or (vi) to provide for the assumption of the Company’s or any Grantor’s obligations under any Trust Security Document in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Grantor’s assets, as applicable.
(c) For purposes of voting under this Agreement, Secured Obligations registered in the name of or beneficially owned by the Company or any Affiliated Entity of the Company will be deemed not to be outstanding.
Appears in 1 contract
Samples: Collateral Trust and Intercreditor Agreement (American Capital, LTD)
Amendments, Supplements and Waivers. (i) With Section 8.01. Without the written consent Consent of Holders. Notwithstanding anything to the Administrative Agent contrary in Section 8.02, the Company and the Corporate Trustee, Trustee may amend or supplement this Indenture or the Grantor may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, Notes without the consent of any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture or the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory Notes;
(B) add guarantees with respect to the Collateral Trustees,Company’s obligations under this Indenture or the Notes;
(iC) to secure the Notes;
(D) add to the Company’s covenants or Events of the Grantor, Default for the benefit of the Representatives Holders or any Secured Holder, or to surrender any right or power herein conferred upon on the GrantorCompany under this Indenture;
(iiE) to mortgage, pledge or grant a security interest in favor provide for the assumption of the Collateral Trustees as additional security Company’s obligations under this Indenture and the Notes pursuant to, and in compliance with, Article 6;
(F) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(G) irrevocably elect or eliminate any Settlement Method or Specified Dollar Amount; provided, however, that no such election or elimination will affect any Settlement Method theretofore elected (or deemed to be elected) with respect to any Note pursuant to Section 5.03(A);
(H) evidence or provide for the Secured Obligations any property or assets which are required to be mortgaged or pledgedacceptance of the appointment, or in which under this Indenture, of a security interest is required to be granted, successor Trustee;
(I) conform the provisions of this Indenture and the Notes to the Collateral Trustees “Description of Notes” section of the Company’s preliminary offering memorandum, dated November 15, 2021, as supplemented by the related pricing term sheet, dated November 15, 2021;
(J) provide for or confirm the issuance of additional Notes pursuant to Section 2.03(B);
(K) comply with any Shared Collateral Document requirement of the SEC in connection with any qualification of this Indenture or otherwiseany supplemental indenture under the Trust Indenture Act, as then in effect; or
(iiiL) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions change to this Indenture or the Notes that does not, individually or in the aggregate with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreementall other such changes, provided such action shall not adversely affect the interests rights of the Secured Holders, as such, in any material respect. At the written request of any Holder of a Note or owner of a beneficial interest in a Global Note, the Company will provide a copy of the “Description of Notes” section and pricing term sheet referred to in Section 8.01(I).
Appears in 1 contract
Amendments, Supplements and Waivers. (i) With the written consent of the Administrative Agent Required Representative and the Corporate Trustee, any of the Grantor Grantors may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the other Shared Collateral Documents Document or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders Parties and the Grantor Grantors hereunder or thereunder.; provided that
(iia) No no such amendment, waiver or consent shall, unless in writing and signed by the Individual Trusteeapproval of all the Representatives existing at such time (acting pursuant to valid authorization of the relevant constituents under the applicable Shared Secured Agreements) shall have been obtained, amend, waive or otherwise modify any provision of Article V, Sections 4.08, 7.05(e), 8.01, 8.02 or this Section 7.10.
(iii) Any such supplemental agreement shall be binding upon 9.01 or amend or otherwise modify the Grantordefinitions of "Aggregate Senior Credit Exposure", the "Alpha Facility", "Alpha Guarantee Obligations", "CoGen Facility", "CoGen Facility Obligations", "Credit Agreement", "Credit Agreement Obligations", "Excluded Shared Collateral", "Junior Secured Obligations", "Junior Secured Parties", "Non-Credit Agreement Obligations", "Prepayment Event", "Principal Property", "Principal Property Term Indebtedness", "Representatives", the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the "Required Representative", "Riverside Facility", "Riverside Facility Obligations", "Shared Secured Agreements.
(v) The ", "Secured Parties", "Secured Obligations", "Senior Secured Credit Agreement Obligations", "Senior Secured Obligations", "Senior Secured Parties", "Shared Collateral", "Shared Secured Obligations" or "Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Trust Agreement Default" set forth in Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,
(i) to add to the covenants of the Grantor, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantor1.01;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the interests of the Secured Holders.
Appears in 1 contract
Samples: Collateral Trust and Intercreditor Agreement (Dynegy Inc /Il/)
Amendments, Supplements and Waivers. (i) With SECTION 7.01 WITHOUT CONSENT OF HOLDERS OF NOTES Without the written consent of any Holders of Notes, the Administrative Agent Company, when authorized by a Board Resolution or Board Resolutions, and the Corporate Trustee, the Grantor may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without may amend this Indenture and the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,Notes to:
(ia) to add to the covenants of the Grantor, Company for the benefit of the Representatives or any Secured Holder, or to Holders;
(b) surrender any right or power herein conferred upon the GrantorCompany;
(iic) make provision with respect to mortgage, pledge or grant a security interest in favor the conversion rights of Holders pursuant to Section 13.08;
(d) provide for the assumption of the Collateral Trustees as additional security for Company's obligations to the Secured Obligations Holders in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article VI;
(e) increase the Conversion Rate, provided, that such increase in the Conversion Rate shall not adversely affect the interest of the Holders;
(f) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(g) make any property changes or assets which are required modifications to this Indenture necessary in connection with the registration of any Notes and the shares of Common Stock to be mortgaged or pledgeddelivered upon conversion of any Notes under the Securities Act as contemplated in the Registration Rights Agreement, or in which a security interest is required to be grantedprovided, to the Collateral Trustees that such action pursuant to any Shared Collateral Document or otherwise; orthis clause (g) does not, in the good faith opinion of the Board of Directors of the Company and the Trustee, adversely affect the interests of the Holders;
(iiih) to cure any ambiguity, to or correct or supplement any provision herein which that may be inconsistent with any other provision hereinherein or that is otherwise defective, provided, that such action pursuant to this clause (h) does not, in the good faith opinion of the Board of Directors of the Company and the Trustee, adversely affect the interests of the Holders;
(i) add or to make modify any other provisions with respect to matters or questions arising under this Agreement which Indenture that the Company and the Trustee may deem necessary or desirable and that shall not be inconsistent with the provisions of this AgreementIndenture, provided provided, that such action shall pursuant to this clause (i) does not adversely affect the interests of the Secured Holders; or
(j) comply with the procedures of the Depositary.
Appears in 1 contract
Samples: Indenture (Lecroy Corp)
Amendments, Supplements and Waivers. (ia) With Except as set forth in Section 9.3(b), the written consent of Collateral Agent, the Administrative Agent Trust and the Corporate Trustee, the Grantor may, from time to time, Holders may not enter into written agreements supplemental hereto for the purpose of adding any provisions to or this Agreement, waiving any provision of this Agreement or any of the Shared Collateral Documents provisions hereof or changing in any manner the rights of the Collateral TrusteesAgent, any Secured Parties or any Holders hereunder without the Representativesprior written consent of such Secured Parties and Holders, the Secured Holders and the Grantor hereunder which consent shall not be unreasonably withheld or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) delayed. Any such supplemental agreement shall be binding upon the Grantor, the RepresentativesHolders, the Secured Holders and Parties, the Collateral Trustees Agent and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision successors or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementassigns.
(b) Notwithstanding Without the provisions consent of paragraph (a)any Secured Party, the Collateral Trustees and Agent, the Grantor mayTrust, at any time and from time to time, without the consent of the Administrative Agent Harco and any other Representative or any Secured Holders, Holder may enter into additional Shared Collateral Documents or one or more Collateral Supplements or other agreements supplemental hereto or to any Shared Collateral Documenthereto, in form satisfactory to the Collateral Trustees,
Agent, (i) to add to the covenants of Harco, the Grantor, Trust or such Holder for the benefit of the Representatives or any applicable Secured HolderParties, or (ii) to surrender any right or power herein conferred upon Harco, the Grantor;
Trust or such Holder, (iiiii) to mortgagemortgage or pledge to the Collateral Agent, pledge or grant a security interest in favor of the Collateral Trustees Agent in, any property or assets as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledgedObligations, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iiiiv) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make add any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action contemplated by this paragraph (b) shall -------- not adversely affect the interests of the any Secured HoldersParties.
(c) Each Collateral Supplement entered into prior to April 15, 1999 shall constitute a valid and effective supplement to this amended and restated Collateral Agency Agreement, and shall be subject to this Collateral Agency Agreement as amended and restated as of April 15, 1999.
Appears in 1 contract
Samples: Collateral Agency Agreement (Navistar Financial Retail Receivables Corporation)
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Agent Debt Coordinator, acting with the consent or at the direction of the Majority Banks, and the Corporate Trustee, the Grantor Pledgors may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor Pledgors hereunder or thereunder.
(iii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iiiii) Any such supplemental agreement shall be binding upon the GrantorPledgors, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iviii) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor USI to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor USI may, at any time and from time to time, without the consent of the Administrative Agent and Debt Coordinator or any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,
(i) to add to the covenants of the GrantorPledgors, for the benefit Equal and Ratable Benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantorany Pledgor;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided that such action shall not adversely affect the interests of the Secured Holders.
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Agent and the Corporate TrusteeRequired Secured Parties, the Grantor Trustee and Navistar Financial may, from time to time, enter into written agreements supplemental hereto for the purpose of adding any provisions to or this Agreement, waiving any provision of this Agreement or any of the Shared Collateral Documents provisions hereof or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties, the Grantor hereunder holders of Secured Obligations or thereunder.
Navistar Financial hereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this subsection (a) without the consent of each Secured Party, (ii) No such amendmentchange the definition of "Required Secured Parties" or the definition of "Required Lenders" incorporated by reference therein, waiver or change the definition of "Releasing Secured Parties" without the consent shallof each Secured Party adversely affected thereby, unless in writing and signed by the Individual Trustee, (iii) amend, modify or waive any provision of this Agreement which requires the consent of all of the Releasing Secured Parties without the consent of all of the Releasing Secured Parties, (iv) amend, modify or otherwise modify waive any provision of Section 7.10.
6.04 or the definition of "Secured Obligations" without the consent of (iiix) each Secured Party whose rights would be adversely affected thereby and (y) each Indenture Trustee of a Debt Indenture under which rights to equal and ratable security would be adversely affected thereby, or (v) amend, modify or waive any provision of Article VII hereof or alter the duties or obligations of the Trustee hereunder without the consent of the Trustee. Any such supplemental agreement shall be binding upon the Grantor, the RepresentativesNavistar Financial, the Secured Holders and Parties, the Collateral Trustees holders of Secured Obligations, the Trustee and their respective successors.
(iv) . The Collateral Trustees Trustee shall not enter into any such supplemental agreement unless they it shall have received a certificate an Opinion of an Authorized Officer of the Grantor Counsel to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any Debt Indenture which requires the securing of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate indebtedness outstanding thereunder equally and ratably with other obligations or indebtedness of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementNavistar Financial.
(b) Notwithstanding Without the provisions consent of paragraph (a)any Secured Party, the Collateral Trustees Trustee and the Grantor mayNavistar Financial, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Documenthereto, in form satisfactory to the Collateral Trustees,
Trustee, (i) to add to the covenants of the Grantor, Navistar Financial for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon the Grantor;
Navistar Financial, (ii) to mortgagemortgage or pledge to the Trustee, pledge or grant a security interest in favor of the Collateral Trustees Trustee in, any property or assets as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledgedObligations, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action contemplated by this clause (iii) shall not adversely affect the interests of the Secured HoldersParties.
Appears in 1 contract
Samples: Security, Pledge and Trust Agreement (Navistar Financial Corp)
Amendments, Supplements and Waivers. (ia) With the written consent of each First Priority Representative and each Second Priority Representative, the Administrative Agent Collateral Trustee and the Corporate Trustee, the Grantor Loan Parties may, from time to time, enter into written agreements supplemental hereto or to any Collateral Trust Security Document for the purpose of amending, adding to to, or waiving any provision of provisions of, this Collateral Trust Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementTrust Security Document.
(b) Notwithstanding Without the provisions consent of paragraph (a)any Representative or any other Secured Party, the Collateral Trustees Trustee and any of the Grantor mayLoan Parties, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Trust Security Document, in form satisfactory to the Collateral Trustees,
Trustee, (i) to add to the covenants of the Grantor, such Loan Party for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon the Grantor;
such Loan Party; (ii) to mortgagemortgage or pledge to the Collateral Trustee, pledge or grant or perfect a security interest in favor of the Collateral Trustees Trustee in, any property or assets as additional security for the Secured Obligations (including without limitation any property or assets which such agreements the Loan Parties are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees enter into pursuant to any Shared Collateral Document Section 5.09 of the Credit Agreement); or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein or in any Collateral Trust Security Document which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action contemplated by this clause (iii) shall not adversely affect the interests of any Secured Party, as determined in an Opinion of Counsel delivered to the Secured HoldersCollateral Trustee.
(c) The Collateral Trustee may, but shall not be obligated to, enter into any supplemental agreement pursuant to this Section 6.03 which would adversely affect its interests hereunder.
Appears in 1 contract
Amendments, Supplements and Waivers. (i) With Section 9.01. Without the written consent Consent of Holders. Notwithstanding anything to the Administrative Agent and the Corporate Trusteecontrary in Section 9.02, the Grantor may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral TrusteesCompany, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders Trustee and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision Agent may amend or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, supplement this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a)Indenture, the Collateral Trustees and Notes or the Grantor may, at any time and from time to time, Intercreditor Agreement without the consent of any Holder to:
(A) cure any ambiguity or correct any omission, defect or inconsistency in this Indenture, the Administrative Agent and any other Representative Notes or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, the Intercreditor Agreement (as determined in form satisfactory good faith by the Company);
(B) add guarantees with respect to the Collateral Trustees,Company’s obligations under this Indenture or the Notes;
(iC) add additional assets as Collateral, release Collateral from the Lien pursuant to this Indenture and the Intercreditor Agreement when permitted or required by this Indenture or the Intercreditor Agreement and to modify this Indenture and/or the Intercreditor Agreement to secure additional indebtedness and other obligations and add additional secured creditors;
(D) make, complete or confirm any grant of Collateral permitted or required by this Indenture;
(E) add to the Company’s covenants or Events of the Grantor, Default for the benefit of the Representatives Holders or any Secured Holder, or to surrender any right or power herein conferred upon on the GrantorCompany;
(iiF) provide for the assumption of the Company’s obligations under this Indenture or the Notes pursuant to, and in compliance with, Article 6;
(G) enter into supplemental indentures pursuant to, and in accordance with, Section 5.09 in connection with a Common Stock Change Event;
(H) evidence or provide for the acceptance of the appointment, under this Indenture, of a successor Trustee or Collateral Agent;
(I) provide for or confirm the issuance of additional Notes pursuant to Section 2.02;
(J) to mortgage, pledge or grant a security interest appropriately include in favor the Intercreditor Agreement any refinancing indebtedness in respect of the Collateral Trustees as additional security for Senior Credit Agreement (including, without limitation, the Secured Obligations any property holders and agents or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to trustees thereof and the Collateral Trustees pursuant to any Shared Collateral Document or otherwiseLiens securing the indebtedness evidenced thereby); or
(iiiK) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions change to this Indenture, the Notes or the Intercreditor Agreement that does not, individually or in the aggregate with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreementall other such changes, provided such action shall not adversely affect the interests rights of the Secured Holders, as such, in any material respect (as determined by the Company in good faith).
Appears in 1 contract
Samples: Indenture (Verastem, Inc.)
Amendments, Supplements and Waivers. (i) With the prior written consent of the Administrative Synthetic Lease Facility Agent and the Corporate TrusteeRevolver Agent and with written notice by the Collateral Agent to the Responsible Parties and Genesis, the Grantor may, Collateral Agent and the applicable Grantors may from time to timetime amend, enter into written agreements supplemental hereto modify or supplement this Agreement or any other Security Document for the purpose of amending, adding to to, or waiving any provision of provisions of, this Agreement or any other Security Document, releasing (other than under Section 6.8, which requires no such consent or notice) any Joint Stock Collateral, releasing or limiting the obligations of the Shared Collateral Documents any Grantor under any Security Document, or changing in any manner the rights of the Collateral TrusteesAgent, the Representatives, the any Secured Holders and the Party or any Grantor hereunder or thereunder.
. In addition, the Synthetic Lease Facility Agent, the Revolver Agent, the Swap Parties and the Collateral Agent may amend this Agreement as provided in Section 4.4 hereof. The Collateral Agent shall enter into such amendments, modifications or supplements from time to time as directed by the Synthetic Lease Facility Agent and the Revolver Agent, and only as so directed; provided, that the Collateral Agent shall not be required, without its consent, to enter into any amendment of Article 5 hereof or any amendment which would materially enlarge its duties or responsibilities (iior lessen the protections afforded to it) No hereunder or under the other Security Documents. Any such amendment, waiver modification or consent shall, unless supplement made in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of accordance with this Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the each Grantor and each Secured Holders and the Collateral Trustees Party and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision successors and assigns. No amendment, modification or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental supplement relating hereto or to any Shared Collateral Documentother Security Document shall be effective unless in writing signed by or on behalf of the party to be charged therewith (it being understood that any such amendment, in form satisfactory to modification or supplement signed by the Collateral Trustees,
(i) to add to the covenants Agent shall be binding upon each Secured Party as aforesaid). The Collateral Agent shall furnish each Responsible Party with a fully executed original of, a photocopy of the Grantor, for the benefit of the Representatives or any Secured Holdera fully executed original of, or to surrender conformed copy of, any right such amendment, modification, supplement or power herein conferred upon waiver promptly after the Grantor;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the interests of the Secured Holderseffectiveness thereof.
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Agent and the Corporate TrusteeRequired Secured Parties, the Grantor Trustee and Navistar Financial may, from time to time, enter into written agreements supplemental hereto for the purpose of adding any provisions to or this Agreement, waiving any provision of this Agreement or any of the Shared Collateral Documents provisions hereof or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties, the Grantor hereunder holders of Secured Obligations or thereunder.
Navistar Financial hereunder; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this subsection (a) without the consent of each Secured Party, (ii) No such amendmentchange the definition of “Required Secured Parties” or the definition of “Required Lenders” incorporated by reference therein, waiver or change the definition of “Releasing Secured Parties” without the consent shallof each Secured Party adversely affected thereby, unless in writing and signed by the Individual Trustee, (iii) amend, modify or waive any provision of this Agreement which requires the consent of all of the Releasing Secured Parties without the consent of all of the Releasing Secured Parties, (iv) amend, modify or otherwise modify waive any provision of Section 7.10.
6.04 or the definition of “Secured Obligations” without the consent of (iiix) each Secured Party whose rights would be adversely affected thereby and (y) each Indenture Trustee of a Debt Indenture under which lights to equal and ratable security would be adversely affected thereby, or (v) amend, modify or waive any provision of Article VII hereof or alter the duties or obligations of the Trustee hereunder without the consent of the Trustee. Any such supplemental agreement shall be binding upon the Grantor, the RepresentativesNavistar Financial, the Secured Holders and Parties, the Collateral Trustees holders of Secured Obligations, the Trustee and their respective successors.
(iv) . The Collateral Trustees Trustee shall not enter into any such supplemental agreement unless they it shall have received a certificate an Opinion of an Authorized Officer of the Grantor Counsel to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any Debt Indenture which requires the securing of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate indebtedness outstanding thereunder equally and ratably with other obligations or indebtedness of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementNavistar Financial.
(b) Notwithstanding Without the provisions consent of paragraph (a)any Secured Party, the Collateral Trustees Trustee and the Grantor mayNavistar Financial, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Documenthereto, in form satisfactory to the Collateral Trustees,
Trustee, (i) to add to the covenants of the Grantor, Navistar Financial for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon the Grantor;
Navistar Financial, (ii) to mortgagemortgage or pledge to the Trustee, pledge or grant a security interest in favor of the Collateral Trustees Trustee in, any property or assets as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledgedObligations, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action contemplated by this clause (iii) shall not adversely affect the interests of the Secured HoldersParties.
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of the Required Secured Parties, and prior to the Credit Agreement Payoff, the Credit Agreement Administrative Agent Agent, the Collateral Trustee and the Corporate Trustee, the Grantor Grantors may, from time to time, enter into written agreements supplemental or additional hereto or to any Trust Security Document for the purpose of adding to to, or waiving any provision of provisions of, this Agreement or any of the Shared Collateral Documents Trust Security Document or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties or the Grantor Grantors hereunder or thereunder.
; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of each Holder Representative, (ii) No such amendmentreduce the percentages specified in the definition of Majority Class Holders, waiver Majority First Priority Secured Parties, Majority Second Priority Secured Parties and Majority Secured Parties or consent shall, unless in writing and signed by the Individual Trustee, amend, modify or waive or otherwise modify any provision of Section 7.10.
3.4 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments from the Proceeds of Collateral or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be directly and adversely affected thereby, (iii) amend, modify or waive any provision of Section 8 without the written consent of each Additional Debt Representative with respect to any Second Priority Additional Debt then outstanding, but only if the relative rights of the Second Priority Secured Parties in respect of such Additional Debt would be directly and adversely affected thereby or (iv) amend, modify or waive any provision of Section 4 or 5 or alter the duties, rights or obligations of the Collateral Trustee hereunder or under the Trust Security Documents without the written consent of the Collateral Trustee. Any such supplemental agreement shall be binding upon the GrantorGrantors, the Representativeseach Holder Representative, the Secured Holders Parties and the Collateral Trustees Trustee and their respective successors.
; provided, however, that any update or revision to any schedule or annex to this Agreement or any Trust Security Document, delivery of any joinder or similar agreement to this Agreement (ivincluding, without limitation, pursuant to Section 6.13) The Collateral Trustees or any Trust Security Document, or any revision or update related to such joinder or similar agreement shall not enter into any such supplemental agreement unless they shall have received a certificate constitute an amendment, supplement or modification for purposes of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with 6.3 and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory shall be effective upon delivery thereof to the Collateral Trustees,
(i) to add to the covenants of the Grantor, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantor;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the interests of the Secured HoldersTrustee.
Appears in 1 contract
Samples: Credit Agreement (General Motors Co)
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Agent OTS and the Corporate Collateral Trustee, the Grantor may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Cash Collateral Documents Agreement or changing in any manner the rights of the Collateral TrusteesTrustee, the Representatives, the Secured Holders Guaranteed Parties and the Grantor hereunder or thereunder.
(ii) No ; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, supplemental agreement shall amend, modify or waive or otherwise modify any provision of this Section 7.107.
(iii) 01. Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders Guaranteed Parties and the Collateral Trustees Trustee and their respective successors.
(iv) . The Collateral Trustees Trustee shall not enter into any such supplemental agreement unless they it shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementGuaranty.
(b) Notwithstanding the provisions of paragraph (a), the The Collateral Trustees and the Grantor Trustee may, at any time and from time to time, enter into amendments to the Cash Collateral Agreement as provided in Section 25 thereof; provided that the Collateral Trustee shall not, without the prior written consent of the Administrative Agent and any other Representative or any Secured HoldersOTS, enter into additional Shared any amendment of the Cash Collateral Documents or one or more agreements supplemental hereto or Agreement that could reasonably be expected to be adverse in any Shared Collateral Document, in form satisfactory material respect to the Collateral Trustees,
(i) to add to the covenants of the Grantor, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantor;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the rights and interests of the Secured HoldersOTS or the Guaranteed Parties.
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Trustees, the Collateral Agent and the Corporate Trustee, the Grantor Trustors may, from time to time, enter into written agreements among them supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents Document or changing in any manner the rights of the Collateral TrusteesAgent, the Representatives, Holders or the Secured Holders and the Grantor Trustors hereunder or thereunder.; provided, however, that no such supplemental agreement shall,
(i) without the written consent of both Trustees, (A) amend, modify or waive any provision of Section 4.4 or this Section 8.1, (B) reduce the percentage specified in the definition of Majority Holders, or (C) amend or modify the definition of the term “Secured Obligations”;
(ii) No such amendment, waiver or without the written consent shall, unless in writing and signed by the Individual Trusteeof both Trustees, amend, modify or waive or otherwise modify any provision of Section 7.10.4.5;
(iii) without the written consent of the Collateral Agent, amend, modify or waive any provision of Section 6 or alter the duties or obligations of the Collateral Agent hereunder; or
(iv) without the written consent of the Collateral Agent, amend or modify the definition of “Majority Holders” set forth in Section 1 of this Agreement. Any such supplemental agreement shall be binding upon the GrantorTrustors, the Representatives, the Secured Holders and the Collateral Trustees Agent and their respective successors.
(iv) . The Collateral Trustees Agent shall not enter into any such supplemental agreement unless they it shall have received a certificate of an Authorized a Responsible Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementeither Indenture.
(b) Notwithstanding Without the provisions consent of paragraph (a)any Holders, the Collateral Trustees Agent and the Grantor mayTrustors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared pledge or Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral TrusteesAgent,
(i) to add to the covenants of the GrantorTrustors, for the benefit of the Representatives or any Secured HolderHolders, or to surrender any right or power herein conferred upon the GrantorTrustors;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which that are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees Agent pursuant to any Shared Collateral Document or otherwise; oreither Indenture;
(iii) to cure evidence the release, termination or discharge of any ambiguityLien securing the Secured Obligations when such release, termination or discharge is permitted by both Indentures and this Agreement;
(iv) to correct or supplement any provision herein which may be inconsistent with any other provision herein, or release Collateral as permitted under both Indentures and the Collateral Documents;
(v) to make any other provisions with respect change that does not materially adversely affect the rights of any Holder; and
(vi) to matters cure any ambiguity or questions arising under this Agreement which shall not be correct any inconsistent with the provisions of this Agreementor otherwise defective provision contained in any Collateral Document, provided so long as such action shall will not adversely affect the interests interest of the Secured Holders.
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With So long as not in violation of any applicable Secured Instrument (as certified by the Company or the applicable Grantor(s) in accordance with subection 6.3(d)), the Collateral Trustee and the Grantors may with the written consent of the Administrative Agent and Controlling Party or, in the Corporate Trusteecase of the Junior Priority Security Documents, the Grantor mayJunior Priority Agent (and, if the Controlling Party or, in the case of the Junior Priority Security Documents, the Junior Priority Agent provides written consent to such amendment (on which the Collateral Trustee shall have no liability for relying), the Collateral Trustee shall, subject to subsection 6.3(d)), from time to time, enter into (x) written agreements supplemental hereto or to any Trust Security Document for the purpose of adding to to, amending, waiving, or waiving otherwise modifying any provision provisions of this Collateral Trust Agreement or any of the Shared Collateral Documents Trust Security Document or changing in any manner the rights or priorities of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties or the Grantor Grantors hereunder or thereunder.
thereunder or (y) additional Trust Security Documents securing First Priority Secured Obligations or Junior Priority Secured Obligations; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this subsection 6.3 without the written consent of each Holder Representative, (ii) No such amendmentreduce the percentages or change the numbers specified in or otherwise amend the definitions of Majority Class Holders, waiver Majority First Priority Secured Parties, Majority Junior Priority Secured Parties, Controlling Party, First Priority Agent or consent shall, unless in writing and signed by the Individual Trustee, Junior Priority Agent or amend, modify or waive any provision of subsection 3.4 or the definition of Secured Obligations, First Priority Secured Obligations or Junior Priority Secured Obligations or otherwise change the relative rights or priorities of the Secured Parties under this Collateral Trust Agreement in respect of payments or Collateral without the written consent of the Controlling Party and the Holder Representative of any series of First Priority Secured Obligations whose rights or priorities could reasonably be expected to be adversely affected thereby, (iii) amend, modify or waive any provision of subsection 8.1 without the written consent of the Junior Priority Agent if any Junior Priority Debt Obligations are then outstanding, but only if the relative rights or priorities of the Junior Priority Secured Parties in respect of such Junior Priority Debt Obligations could reasonably be expected to be adversely affected thereby, (iv) amend, modify or waive any provision of this Collateral Trust Agreement in a manner that is materially adverse to the holders of a particular series of First Priority Secured Obligations relative to the holders of other First Priority Secured Obligations without the consent of the Holder Representative of such series or (v) amend, modify or waive any provision of Section 7.10.
(iii) 4 or 5 or alter the duties, rights, privileges, protections, indemnities, immunities or obligations of the Collateral Trustee hereunder or under the Trust Security Documents without the written consent of the Collateral Trustee. Any such supplemental agreement shall be binding upon the GrantorGrantors, the Representativeseach Holder Representative, the Secured Holders Parties and the Collateral Trustees Trustee and their respective successors.
(iv) The Collateral Trustees . In the event that there is an amendment, modification or waiver to the First Priority Security Documents in accordance with this subsection 6.3, then such amendment, modification or waiver shall not enter into apply automatically to any such supplemental agreement unless they shall have received a certificate of an Authorized Officer comparable provision of the Grantor to comparable Junior Priority Security Documents without the effect that such supplemental agreement will not result in a breach consent of any provision Junior Priority Secured Parties and without any action by any Holder Representative in respect of Junior Priority Secured Obligations or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementother Grantor.
(b) Notwithstanding anything else to the provisions contrary herein, solely with the consent of paragraph the Controlling Party or, in the case of the Junior Priority Security Documents, the Junior Priority Agent (aand without the consent of any other Secured Party), the Collateral Trustees Trustee and any of the Grantor mayGrantors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Trust Security Document, in form satisfactory to the Collateral Trustees,
Trustee, which supplemental agreements may add to, amend, waive, or otherwise modify any provisions of such documents, (i) to add to the covenants of the Grantor, such Grantor for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon such Grantor (so long as such addition or surrender applies to all Secured Parties within a Class to the Grantor;
extent applicable); (ii) to mortgagemortgage or pledge to the Collateral Trustee, pledge or grant or perfect a security interest in favor of the Collateral Trustees Trustee in, any property or assets, including as additional security security, for the Secured Obligations any property Obligations; or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, omission or mistake, to correct or supplement any provision herein or in any Trust Security Document which may be defective or inconsistent with any other provision hereinherein or therein, to effect administrative changes of a technical or immaterial nature or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with any provision hereof; provided that no such supplemental agreement shall amend, modify or waive any provision of this Collateral Trust Agreement in a manner that is materially adverse to the holders of a particular series of Secured Obligations relative to other Secured Parties of the same Class without the consent of the Holder Representative of such series.
(c) At the direction of the Company and without the consent of any Secured Party, (x) this Collateral Trust Agreement or any Trust Security Document may be amended to the extent necessary to effect any changes required by subsection 8.5 hereof, or to the extent necessary to secure any Junior Priority Debt otherwise permitted to be incurred hereunder and under the First Priority Debt Documents and (y) the Collateral Trustee shall enter into any Trust Security Documents to secure First Priority Secured Obligations or Junior Priority Secured Obligations to the extent necessary to effect the provisions of subsection 8.5. The Collateral Trustee is hereby authorized to enter into, and shall (to the extent it has received the documents required by, and subject to, subsection 6.3(d)) enter into, any such amendment to the Collateral Agreement or Trust Security Document or any such additional Trust Security Document.
(d) In executing, or accepting the additional trusts created by, any amendment, supplement or waiver hereto or to any other Trust Security Document or any new Trust Security Document, permitted by this Collateral Trust Agreement or such other Trust Security Document, the Collateral Trustee, the Controlling Party and the Junior Priority Agent shall receive and shall be fully protected in conclusively relying upon, an Opinion of Counsel or a certificate of a Responsible Officer of the Company stating that (i) the execution of such Trust Security Document, amendment, supplement or waiver is authorized or permitted by this Collateral Trust Agreement, provided such action Trust Security Document or the applicable Secured Instruments and (ii) all conditions precedent to the execution of such amendment, supplement or waiver have been satisfied. The Collateral Trustee shall sign any amendment, supplement or waiver authorized pursuant to this subsection 6.3 if such amendment, supplement or waiver does not adversely affect the interests rights, duties, liabilities, protections, privileges, indemnities or immunities of the Secured HoldersCollateral Trustee. If it does, the Collateral Trustee may, but shall not be obligated to, sign. The Company shall promptly provide to each Holder Representative a copy of any amendment to this Collateral Trust Agreement or any Trust Security Document.
(e) No amendment, modification or waiver of this Collateral Trust Agreement or the Trust Security Documents shall be effective against a Holder Representative without its prior written consent (such consent not to be unreasonably withheld or delayed) if such amendment, modification or waiver would reasonably be expected to have a material adverse effect on the rights or duties of such Holder Representative in its capacity as such.
Appears in 1 contract
Samples: Collateral Trust and Intercreditor Agreement (T-Mobile US, Inc.)
Amendments, Supplements and Waivers. US-DOCS\75580855.16 ACCO Indenture
(ia) With Notwithstanding Section 9.02, the written consent of Issuer, the Administrative Agent Guarantors, and the Corporate TrusteeTrustee may amend or supplement this Indenture, the Grantor may, from time to time, enter into written agreements supplemental hereto for Notes or the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, Note Guarantees without the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,Holder of a Note:
(i) to add to the covenants of the Grantorcure any ambiguity, for the benefit of the Representatives omission, mistake, defect or any Secured Holder, or to surrender any right or power herein conferred upon the Grantorinconsistency;
(ii) to mortgage, pledge or grant a security interest provide for uncertificated Notes in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required addition to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; orplace of certificated Notes;
(iii) to cure provide for the assumption of the Issuer’s or any ambiguityGuarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets, to correct in either case as permitted by Section 4.11 or supplement any provision herein which may be inconsistent with any other provision herein, or Section 5.01;
(iv) to make any other change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder;
(v) to comply with Section 4.11, provided that any such supplemental indenture need be signed only by the Issuer, the added Guarantor, and the Trustee;
(vi) to 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 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 Notes or the Note Guarantees;
(vii) to evidence and provide for the acceptance of appointment by a successor Trustee (provided that the successor Trustee is otherwise qualified and eligible to act as such under this Indenture);
(viii) to provide for the issuance of Additional Notes in accordance with this Indenture; or
(ix) to grant any Lien for the benefit of the Holders of the Notes.
(b) Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of any documents requested under Section 7.02(b), the Trustee shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained; provided, however, that the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment under this Article Nine becomes effective, the Issuer will mail or send to the Holders a notice briefly describing such amendment. The failure to give such notice to all US-DOCS\75580855.16 ACCO Indenture Holders, or any defect therein, will not impair or affect the validity of an amendment under this Article Nine. For the avoidance of doubt, no amendment to, or deletion of any of the covenants described under ARTICLE Four, or action taken in compliance with such covenants in effect at the time of such action, shall be deemed to make any change in the provisions of the indenture relating to the rights of any holders of the Notes to receive payments of principal of, premium on, if any, or interest, if any, on the Notes.
(a) Except as otherwise provided in this Section 9.02, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any Default or Event of Default or non-compliance with, or requirement for future compliance with, any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to matters any Notes held by a non-consenting Holder):
(i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or questions arising under this Agreement waiver;
(ii) reduce the rate of or change the time for payment of interest on, any Note;
(iii) reduce the principal of or change the Stated Maturity of any Note;
(iv) waive or reduce any payment or premium payable upon the redemption of any Note or change the time at which shall any Note may be redeemed as described in Section 3.08 (other than the requirement to provide not be inconsistent less than 30 days’ notice);
(v) make any Note payable in money or currency other than that stated in such Note;
(vi) impair the right of any Holder to receive payment of principal of, or premium ,if any, or interest on such Holder’s Notes on or after the due dates therefor (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or the right to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; US-DOCS\75580855.16 ACCO Indenture
(vii) make any change in the provisions of this AgreementIndenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, provided interest, if any, or premium, if any, on, the Notes;
(viii) make any change in the amendment and waiver provisions herein which require each Holder’s consent;
(ix) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(x) expressly subordinate such action shall not Note or any Note Guarantee to any other Indebtedness of the Issuer or any Guarantor or make any other change in the ranking or priority of any Note that would adversely affect the interests Holders;
(xi) amend, change or modify the obligation of the Secured Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.06 after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.08 after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;
(xii) except as otherwise permitted under Section 4.11 and Section 5.01, consent to the assignment or transfer by the Issuer or any Guarantor of any of their rights or obligations under this Indenture; or
(xiii) waive a Default or Event of Default in the payment of principal of, premium on, if any, interest , if any, on, the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then-outstanding Notes and a waiver of the payment default that resulted from such acceleration).
(b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any amendment, supplement or waiver of this Indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
(c) Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amendment, supplement or waiver of this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee shall join with the Issuer and the Guarantors in the execution of such amendment, supplement or waiver unless such amendment, supplement or waiver directly affects the Trustee’s own rights, duties or US-DOCS\75580855.16 ACCO Indenture immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment, supplement or waiver.
(d) After an amendment, supplement or waiver under this Article Nine becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment, supplement or waiver under this Article Nine.
(e) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
Appears in 1 contract
Samples: Indenture (ACCO BRANDS Corp)
Amendments, Supplements and Waivers. (ia) With the prior written consent of the Administrative Agent and Collateral Trustee acting at the Corporate Trusteedirection of an Act of Guaranteed Debtholders (except as provided below), the Grantor may, from time to time, enter into written amendments or agreements supplemental hereto or to any other Security Document for the purpose of adding to or waiving any provision of this Agreement or such Security Document, granting any consent required under any other Security Documents or changing any of the Shared terms thereof; provided that
(i) any consent, amendment or supplement that has the effect solely of adding or maintaining Collateral, securing additional Guaranteed Obligations that were otherwise permitted by the terms of the Secured Debt Documents to be secured by the Collateral Documents or changing in any manner preserving or perfecting the Liens on the Collateral or the rights of the Collateral Trustees, the Representatives, the Secured Holders Trustee therein will become effective when executed and delivered by the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any Trustee acting, for such supplemental agreement unless they shall have received a certificate of an Authorized Officer purposes, at the direction of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without the consent requirement of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,
(i) to add to the covenants direction by an Act of the Grantor, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the GrantorGuaranteed Debtholders);
(ii) no consent, amendment or supplement that (A) reduces, impairs or adversely affects the right of any holder of a Guarantee to mortgage, pledge share in the proceeds of Collateral as provided in Article V or grant a security interest in favor require that the Liens of the Collateral Trustees as Security Documents be released, will be effective without the additional security for consent of such holder or (B) amends or otherwise modifies Section 4.01 or the Secured Obligations any property definitions of “Act of Guaranteed Debtholders”, “Default”, “Default Period”, “Equally and Ratably” or assets which are required to “Required Guaranteed Debtholders” set forth in Section 1.01, will be mortgaged or pledged, or in which a security interest is required to be granted, to effective without the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions additional consent of this Agreement, provided such action shall not adversely affect the interests all holders of the Secured Holders.Guaranteed Obligations;
Appears in 1 contract
Samples: Collateral Trust Agreement (Environmental Power Corp)
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Trustee, the Collateral Agent and the Corporate Trustee, the Grantor Trustors may, from time to time, enter into written agreements among them supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents Document or changing in any manner the rights of the Collateral TrusteesAgent, the Representatives, Holders or the Secured Holders and the Grantor Trustors hereunder or thereunder.; provided, however, that no such supplemental agreement shall,
(i) without the written consent of the Trustee, (A) amend, modify or waive any provision of Section 4.4 or this Section 8.1, (B) reduce the percentage specified in the definition of Majority Holders, or (C) amend or modify the definition of the term “Secured Obligations";
(ii) No such amendment, waiver or without the written consent shall, unless in writing and signed by of the Individual Trustee, amend, modify or waive or otherwise modify any provision of Section 7.10.4.5;
(iii) without the written consent of the Collateral Agent, amend, modify or waive any provision of Section 6 or alter the duties or obligations of the Collateral Agent hereunder; or
(iv) without the written consent of the Collateral Agent, amend or modify the definition of “Majority Holders” set forth in Section 1 of this Agreement. Any such supplemental agreement shall be binding upon the GrantorTrustors, the Representatives, the Secured Holders and the Collateral Trustees Agent and their respective successors.
(iv) . The Collateral Trustees Agent shall not enter into any such supplemental agreement unless they it shall have received a certificate of an Authorized a Responsible Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementIndenture.
(b) Notwithstanding Without the provisions consent of paragraph (a)any Holders, the Collateral Trustees Agent and the Grantor mayTrustors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared pledge or Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral TrusteesAgent,
(i) to add to the covenants of the GrantorTrustors, for the benefit of the Representatives or any Secured HolderHolders, or to surrender any right or power herein conferred upon the GrantorTrustors;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which that are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees Agent pursuant to any Shared Collateral Document or otherwise; orthe Indenture;
(iii) to cure evidence the release, termination or discharge of any ambiguityLien securing the Secured Obligations when such release, termination or discharge is permitted by the Indenture and this Agreement;
(iv) to correct or supplement any provision herein which may be inconsistent with any other provision herein, or release Collateral as permitted under the Indenture and the Collateral Documents;
(v) to make any other provisions with respect change that does not materially adversely affect the rights of any Holder; and
(vi) to matters cure any ambiguity or questions arising under this Agreement which shall not be correct any inconsistent with the provisions of this Agreementor otherwise defective provision contained in any Collateral Document, provided so long as such action shall will not adversely affect the interests interest of the Secured Holders.
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Agent OTS and the Corporate Collateral Trustee, the Grantor may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Cash Collateral Documents Agreement or changing in any manner the rights of the Collateral TrusteesTrustee, the Representatives, the Secured Holders Guaranteed Parties and the Grantor hereunder or thereunder.
(ii) No ; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, supplemental agreement shall amend, modify or waive or otherwise modify any provision provis ion of this Section 7.10.
(iii) 7.01. Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders Guaranteed Parties and the Collateral Trustees Trustee and their respective successors.
(iv) . The Collateral Trustees Trustee shall not enter into any such supplemental agreement unless they it shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementGuaranty.
(b) Notwithstanding the provisions of paragraph (a), the The Collateral Trustees and the Grantor Trustee may, at any time and from time to time, enter into amendments to the Cash Collateral Agreement as provided in Section 25 thereof; provided that the Collateral Trustee shall not, without the prior written consent of the Administrative Agent and any other Representative or any Secured HoldersOTS, enter into additional Shared any amendment of the Cash Collateral Documents or one or more agreements supplemental hereto or Agreement that could reasonably be expected to be adverse in any Shared Collateral Document, in form satisfactory material respect to the Collateral Trustees,
(i) to add to the covenants of the Grantor, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantor;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the rights and interests of the Secured HoldersOTS or the Guaranteed Parties.
Appears in 1 contract
Samples: Guaranty
Amendments, Supplements and Waivers. (ia) With Subject to Section 7.1(b), at the written consent direction of the Administrative Credit Facility Agent and the Corporate TrusteeBorrower, the Grantor mayCollateral Trustees shall, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Security Documents or amending the definition of any capitalized term used herein or therein, as such capitalized term is used herein or therein, or changing in any manner the rights of the Collateral Trustees, the Representatives, Holders or the Secured Holders and the Grantor Borrower hereunder or thereunder.; provided, however, that no such supplemental agreement or amendment shall:
(i) result in a breach of a provision or covenant contained in the Public Indenture providing for the securing of indebtedness thereunder equally and ratably with other indebtedness or obligations of the Borrower or any of its subsidiaries,
(ii) No such amendmentamend, waiver modify or waive any provision of this Agreement or any Security Document so as to adversely affect any of the Collateral Trustees’ rights, immunities or indemnities hereunder or thereunder or enlarge its duties hereunder or thereunder, without the written consent shall, of the Collateral Trustees; and
(iii) unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) 5.10. Any such supplemental agreement shall be binding upon the GrantorBorrower, the Representativesother Loan Parties, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) successors and assigns. The Collateral Trustees shall not enter into any such supplemental agreement or amendment unless they it shall have received an instruction letter from the Credit Facility Agent requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement or amendment and a certificate of an Authorized signed by a Responsible Officer of the Grantor to the effect that such supplemental agreement or amendment will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementPublic Indenture.
(b) Notwithstanding Subject to the provisions consent of paragraph the Credit Facility Agent (awhose consent shall be required for any amendments or supplements or modifications to this Agreement or any Security Document or to any new Security Document), and without limiting the generality of the foregoing, the Borrower, the other Loan Parties and the Collateral Trustees and the Grantor mayTrustees, at any time and from time to time, without may amend or modify the consent of the Administrative Agent and any other Representative Security Documents or any Secured Holders, enter into additional Shared Collateral Security Documents or one or more agreements supplemental hereto or to any Shared Collateral Security Document, in form satisfactory to the Collateral Trustees,
(i) to add to the covenants of the Grantor, Borrower for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the GrantorHolders;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees Debt pursuant to any Shared Collateral Document or otherwiseSecurity Document; or
(iii) to cure any ambiguity, to correct or supplement any provision herein or in any Security Document which may be defective or inconsistent with any other provision herein, herein or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the interests of the Secured Holderstherein.
Appears in 1 contract
Amendments, Supplements and Waivers. (i) With This Agreement may be amended, waived, terminated, supplemented or otherwise modified pursuant to a writing executed by the written consent of the Administrative Agent Collateral Agent, each Secured Party, each Grantor and the Corporate TrusteeServicer; provided, the Grantor mayhowever, from time to timethat this agreement may be amended, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral Trusteeswaived, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive supplemented or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, modified without the consent of the Administrative Agent and any other Representative a Secured Party if such amendment, waiver, supplement or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,
(i) to add to the covenants of the Grantor, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantor;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall modification does not be inconsistent with the provisions of this Agreement, provided such action shall not materially adversely affect the interests of such Secured Party (as evidenced by an Officer’s Certificate of the Servicer); provided, that this Agreement may be terminated with respect to a Secured HoldersParty without the consent of any other Secured Party. The initial effectiveness of any amendment or other modification to this Agreement shall be subject to the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding and each Segregated Series of Notes Outstanding. Notwithstanding anything to the contrary contained herein, this Agreement may be amended, supplemented or otherwise modified pursuant to a writing executed by the Collateral Agent, each Grantor and the Servicer without the consent of any Secured Party, but subject to any consents specified in a Series Supplement, in order to permit HVF to provide financing in the form of one or more rated and/or unrated asset backed securities and/or one or more credit facilities to PR Borrower for the purpose of acquiring vehicles for its car rental fleet in Puerto Rico or to make payments in reduction of the principal amount of other indebtedness of PR Borrower or for any other purpose which is permitted in the consents, if any, obtained pursuant to the Series Supplements but subject to the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding and each Segregated Collateral Agency Series Outstanding.
Appears in 1 contract
Samples: Collateral Agency Agreement (Hertz Global Holdings Inc)
Amendments, Supplements and Waivers. (i) With Section 10.1 WITHOUT CONSENT OF THE CONTROLLING PARTY OR HOLDERS. The Company and the written Trustee or the Collateral Agent, as the case may be, may amend or supplement this Indenture, the Notes and the other Operative Documents and, upon request of the Company, the Trustee shall amend or supplement the Support Documents, in each case without notice to or consent of any Noteholder and, except as otherwise provided in the Support Documents, without notice to or consent of the Administrative Agent and Liquidity Provider or the Corporate Trustee, the Grantor may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,Policy Provider:
(i) to add provide for uncertificated Notes of any Series in addition to the covenants or in place of the Grantor, for the benefit certificated Notes of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantorsuch Series;
(ii) to mortgageprovide for the assumption of the Company's obligations under the Operative Documents and the Notes in the case of a merger or consolidation or conveyance, pledge transfer or grant lease of all or substantially all of the assets of the Company or otherwise to comply with Section 5.4;
(iii) to comply with any requirements of the SEC in connection with the qualification of this Indenture under the TIA;
(iv) to effect the amendments contemplated by Section 3.5(e)(v)(y);
(v) to provide for the effectiveness of a security interest in favor Collateral Agreement pursuant to Section 3.1 of the Collateral Trustees as additional security for Maintenance Agreement;
(vi) to comply with the Secured Obligations any property requirements of DTC, Euroclear or assets which are required to be mortgaged Clearstream or pledged, or in which a security interest is required to be granted, the Trustee with respect to the Collateral Trustees pursuant provisions of the Indenture or the Notes of any Series relating to transfers and exchanges of the Notes of any Shared Collateral Document Series or otherwise; orbeneficial interests therein;
(iiivii) to provide for any successor Collateral Agent or Trustee with respect to the Notes of one or more Series and to add to or change any of the provisions of the Indenture as shall be necessary or advisable to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;
(viii) to cure any ambiguity, to correct defect or supplement any provision herein which may be inconsistent with any other provision herein, or inconsistency; or
(ix) to make any other provisions with respect to matters or questions arising under this Agreement which shall change not be inconsistent with the provisions of this Agreementhereof, provided PROVIDED that such action shall does not materially adversely affect the interests of any Noteholder.
Section 10.2 WITH CONSENT OF THE CONTROLLING PARTY, LIQUIDITY PROVIDER AND HOLDERS.
(a) The Company and the Secured Trustee or the Collateral Agent, as the case may be, may amend or supplement this Indenture, the Notes and the other Operative Documents and, upon request of the Company, the Trustee shall amend or supplement the Support Documents, in each case without notice to or consent of the Liquidity Provider or the Policy Provider and without notice to any Noteholder but with the written consent of the Controlling Party, PROVIDED that (i) Sections 3.5, 3.6, 3.8 and 3.9 of this Indenture may not be modified without the consent of the Liquidity Provider and the Policy Provider, (ii) the Collateral Maintenance Agreement and the Support Documents may not be modified other than in accordance with the provisions thereof, (iii) Sections 3.8(b), 3.8(c) and 7.14 of this Indenture, this clause (iii), the following clause (iv) and the definition of "Event of Default" may not be modified without the consent of the Required Subordinated Holders (it being understood that the foregoing does not affect the right of the Controlling Party to waive an Event of Default) and (iv) an amendment of any defined term used in the definition of "Maximum Subordinated Collateral Ratio" or "Subordinated Collateral Ratio" or in any such defined term will not be effective for purposes of the definitions of "Maximum Subordinated Collateral Ratio" or "Subordinated Collateral Ratio" unless consented to by the Required Subordinated Holders.. Subject to Sections 7.4, 7.5 and 7.7, unless any Event of Default has occurred and is continuing, the Controlling Party may authorize the Trustee to, and the Trustee, subject to Section 10.6, upon such authorization shall, waive compliance by the Company with any provision of this Indenture, the Notes or the other Operative Documents, PROVIDED that compliance by the Company with the provisions of the Collateral Maintenance Agreement may not be waived other than in accordance with the provisions thereof. However, an amendment, supplement or waiver, including a waiver pursuant to any provision of Section 7.4, may not without the consent of the Liquidity Provider, the Policy Provider and each Securityholder affected:
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Agent and the Corporate TrusteeDOE, the Collateral Agent, the Borrower and any other Grantor may, and, if so instructed by DOE, the Collateral Agent shall, from time to time, enter into written agreements supplemental hereto hereto, to the Account Control Agreements or to any Security Document for the purpose of adding to to, or waiving any provision of provisions of, this Agreement Agreement, the Account Control Agreements or any of the Shared Collateral Documents Security Document or changing in any manner the rights of the Collateral Trustees, the RepresentativesAgent, the Secured Holders and Parties or the Grantor Borrower or any other obligor hereunder or thereunder.
(iib) No such amendment, waiver or Solely with the consent shall, unless in writing of DOE (and signed by without the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach consent of any provision or covenant contained in any of the other Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (aParty), the Collateral Trustees Agent, the Borrower and the Grantor mayany other Grantor, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Security Document, in form satisfactory to the Collateral Trustees,
(i) Agent, to add mortgage or pledge to the covenants of the GrantorCollateral Agent, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantor;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees Agent in, any property or assets as additional security for the Secured Obligations any property Note Obligations; or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein or in any such Security Document which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with any provision hereof.
(c) The Collateral Agent may, but is not obligated to, execute an amendment, supplement or waiver that affects the provisions of Collateral Agent’s own rights, privileges, protections, indemnities, immunities and benefits under this AgreementAgreement or the other Transaction Documents. No amendment to the Loan Agreement that affects the rights, provided such action shall not adversely affect the interests duties, indemnities, immunities or obligations of the Secured HoldersCollateral Agent or Depositary Bank and that is entered without the consent of the Collateral Agent or Depositary Bank, as the case may be, shall be enforceable against the Collateral Agent or the Depositary Bank, as applicable.
Appears in 1 contract
Samples: Collateral Agency and Accounts Agreement (Li-Cycle Holdings Corp.)
Amendments, Supplements and Waivers. (i) With Section 10.1 WITHOUT CONSENT OF THE CONTROLLING PARTY OR HOLDERS. The Company and the written Trustee or the Collateral Agent, as the case may be, may amend or supplement this Indenture, the Securities and the other Operative Documents and, upon request of the Company, the Trustee shall amend or supplement the Support Documents, in each case without notice to or consent of any Securityholder and, except as otherwise provided in the Support Documents, without notice to or consent of the Administrative Agent and Liquidity Provider or the Corporate Trustee, the Grantor may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,Policy Provider:
(i) to add provide for uncertificated Securities in addition to the covenants or in place of the Grantor, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantorcertificated Securities;
(ii) to mortgageprovide for the assumption of the Company's obligations under the Operative Documents and the Securities in the case of a merger or consolidation or conveyance, pledge transfer or grant lease of all or substantially all of the assets of the Company or otherwise to comply with Section 5.4;
(iii) to comply with any requirements of the SEC in connection with the qualification of this Indenture under the TIA;
(iv) to effect the amendments contemplated by Section 3.5(e)(v)(y);
(v) to provide for the effectiveness of a security interest in favor Collateral Agreement pursuant to Section 3.1 of the Collateral Trustees as additional security Maintenance Agreement;
(vi) to provide for the Secured Obligations any property issuance of the Subordinated Securities;
(vii) to comply with the requirements of DTC, Euroclear or assets which are required to be mortgaged Clearstream or pledged, or in which a security interest is required to be granted, the Trustee with respect to the Collateral Trustees pursuant provisions of the Indenture or the Securities relating to any Shared Collateral Document transfers and exchanges of the Securities or otherwise; orbeneficial interests therein;
(iiiviii) to provide for any successor Trustee or Collateral Agent;
(ix) to cure any ambiguity, to correct defect or supplement any provision herein which may be inconsistent with any other provision herein, or inconsistency; or
(x) to make any other provisions with respect to matters or questions arising under this Agreement which shall change not be inconsistent with the provisions of this Agreementhereof, provided PROVIDED that such action shall does not materially adversely affect the interests of any Securityholder.
Section 10.2 WITH CONSENT OF THE CONTROLLING PARTY, LIQUIDITY PROVIDER AND HOLDERS.
(a) The Company and the Secured HoldersTrustee or the Collateral Agent, as the case may be, may amend or supplement this Indenture, the Securities and the other Operative Documents and, upon request of the Company, the Trustee shall amend or supplement the Support Documents, in each case without notice to or consent of the Liquidity Provider or the Policy Provider and without notice to any Securityholder but with the written consent of the Controlling Party, PROVIDED that (i) Sections 3.5, 3.6, 3.8 and 3.9 of this Indenture may not be modified without the consent of the Liquidity Provider and the Policy Provider and (ii) the Collateral Maintenance Agreement and the Support Documents may not be modified other than in accordance with the provisions thereof. Subject to Sections 7.4, 7.5 and 7.7, unless any Event of Default has occurred and is continuing, the Controlling Party may authorize the Trustee to, and the Trustee, subject to Section 10.6, upon such authorization shall, waive compliance by the Company with any provision of this Indenture, the Securities or the other Operative Documents. However, an amendment, supplement or waiver, including a waiver pursuant to any provision of Section 7.4, may not without the consent of the Liquidity Provider, the Policy Provider and each Securityholder affected:
(i) reduce the amount of Securities whose Holders must consent to an amendment, supplement or waiver;
(ii) reduce the rate or extend the time for payment of interest on any Security;
(iii) reduce the amount or extend the time for payment of principal of or Premium, if any or Break Amount, if any, with respect to (in each case, whether on redemption or otherwise) any Security;
(iv) change the place of payment where, or the coin or currency in which, any Security (or the redemption price thereof), interest thereon, or Premium, if any, or Break Amount, if any, with respect thereto is payable;
(v) change the distribution and application of payments as described in Section 3.2 of this Indenture (except to provide for distributions on Subordinated Securities as permitted by Section 2.18);
(vi) waive a default in the payment of the principal of, interest on, or Premium, if any, or Break Amount, if any, with respect to any Security;
(vii) make any changes in Sections 7.4, 7.7 or 7.10 or the third sentence of this Section 10.2(a); or
(viii) impair the right of any Holder to institute suit for the enforcement of any amount payable on any Security when due.
(b) It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.
Appears in 1 contract
Amendments, Supplements and Waivers. (i) With This Agreement and any Sharing Security Document may be amended or modified or any provision thereof waived at any time, without the written consent of any Sharing Secured Party (other than the Second Lien Term Loan Administrative Agent and the Corporate Collateral Trustee) or the Indenture Trustee, by an instrument in writing among the parties hereto; provided, however, that (i) at any time during which, to the actual knowledge of any Responsible Officer of the Collateral Trustee, no Triggering Event has occurred and is continuing, the Collateral Trustee will, upon the instruction of the Second Lien Term Loan Administrative Agent, execute any such amendment, modification or waiver (except that the Collateral Trustee shall not be obligated to execute any such instrument to the extent it would affect the Collateral Trustee's own rights, duties or immunities under this Agreement or the Sharing Security Documents); and (ii) at any time during which, to the actual knowledge of any Responsible Officer of the Collateral Trustee, a Triggering Event has occurred and is continuing, the Collateral Trustee will execute any such amendment, modification or waiver only upon the instruction of the Requisite Sharing Secured Parties (except that the Collateral Trustee shall not be obligated to execute any such instrument to the extent it would affect the Collateral Trustee's own rights, duties or immunities under this Agreement or the Sharing Security Documents). Notwithstanding the foregoing, no Grantor may, from time shall have any right to time, enter into written agreements supplemental hereto for the purpose of adding consent to or waiving approve any amendment, modification or waiver of any provision of this Agreement or any of the Shared Collateral Sharing Security Documents or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor except to the effect that such supplemental agreement will not result extent its rights are directly affected in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) materially adverse manner. Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,
(i) to add to the covenants of the Grantor, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantor;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, any Second Lien Term Loans or Senior Notes or other Obligations held by or owed to make any other provisions with respect to matters Granter or questions arising under this Agreement which any Affiliate of any Grantor shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the interests of the Secured Holdersdeemed outstanding for any purpose.
Appears in 1 contract
Amendments, Supplements and Waivers. (i) With SECTION 8.1 WITHOUT CONSENT OF HOLDERS OF NOTES. Without the written consent of any Holders of Notes, the Administrative Agent Issuer and the Corporate TrusteeCompany, the Grantor maywhen authorized by Board Resolutions of their respective Boards of Directors, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without may amend this Indenture and the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,Notes to:
(ia) to add to the covenants of the Grantor, Issuer and the Company for the benefit of the Representatives or any Secured Holder, or to Holders of Notes;
(b) surrender any right or power herein conferred upon the GrantorIssuer or the Company;
(iic) make provision with respect to mortgage, pledge or grant a security interest in favor the conversion rights of Holders of Notes pursuant to Section 14.11 hereof;
(d) provide for the assumption of the Collateral Trustees as additional security for Issuer’s and the Secured Obligations Company’s obligations to the Holders of Notes in the case of a merger, consolidation, conveyance, transfer or lease pursuant to Article VII hereof;
(e) reduce the Conversion Price; provided, that such reduction in the Conversion Price shall not adversely affect the interest of the Holders;
(f) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(g) [make any property changes or assets which are required modifications to this Indenture necessary in connection with the registration of any Notes and the Common Shares to be mortgaged or pledgeddelivered upon conversion of any Notes under the Securities Act as contemplated in the Registration Rights Agreement, or in which a security interest is required to be grantedprovided, to the Collateral Trustees that such action pursuant to this clause (g) does not, in the good faith opinion of the Board of Directors of the Issuer, adversely affect the interests of the Holders in any Shared Collateral Document or otherwise; ormaterial respect;]
(iiih) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision hereinherein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Agreement 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 AgreementIndenture, provided provided, that such action pursuant to this clause (h) does not, in the good faith opinion of the Board of Directors of the Issuer, adversely affect the interests of the Holders in any material respect;
(i) add or modify any 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 (i) does not adversely affect the interests of the Secured Holders; or
(j) comply with the procedures of the Depositary.
SECTION 8.2 WITH CONSENT OF HOLDERS OF NOTES. Except as provided below in this Section 8.2, this Indenture or the Notes may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Notes may be waived, in each case (i) with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes or (ii) by the adoption of a resolution, at a meeting of Holders of the outstanding Notes at which a quorum (as prescribed in Section 9.4) is present, by the Holders of a majority in aggregate principal amount of the outstanding Notes represented at such meeting. Without the written consent or the affirmative vote of each Holder so affected, an amendment, modification or waiver under this Section 8.2 may not:
(a) change the maturity of the principal of, or any installment of interest [(including Additional Interest, if any)] on, any Note;
(b) reduce the principal amount of, or premium, if any, or interest (including [Additional Interest or] any payment of liquidated damages, if any) on any Note;
(c) change the currency of payment of principal of, premium, if any, or interest [(including Additional Interest, if any)] on any Note;
(d) impair the right of any Holder to institute suit for the enforcement of any payment in or with respect to any Note;
(e) modify the obligations of the Issuer or the Company to maintain an office or agency in The City of New York pursuant to Section 10.2 hereof;
(f) amend the Designated Event Repurchase Right after the occurrence of a Change in Control or the right to convert any Note in a manner adverse to the Holders; provided, however, that the execution of a supplemental indenture solely to permit an Acquiror to assume the Issuer’s or the Company’s obligations under the Notes shall not be deemed to be adverse to the Holders;
(g) modify the redemption payment provisions of this Indenture in a manner adverse to the Holders;
(h) reduce the percentage of aggregate principal amount of Notes outstanding necessary to waive a default or amend or modify this Indenture, except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or
(i) reduce the requirements of Section 9.4 hereof for quorum or voting, or reduce the percentage of aggregate principal amount of the outstanding Notes the consent of whose Holders is required for any such supplemental indenture or the consent of whose Holders is required for any waiver provided for in this Indenture. It shall not be necessary for any Act of Holders of Notes under this Section 8.2 to approve the particular form of any proposal supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Agent Directing Parties, the Collateral Trustee and the Corporate Trustee, the Grantor Grantors may, from time to time, enter into written agreements supplemental hereto or to any other Trust Security Document for the purpose of adding to to, or waiving any provision of provisions of, this Agreement or any of the Shared Collateral Documents other Trust Security Document or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties or the Grantor Grantors hereunder or thereunder.
; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this Section 6.3 without the written consent of each Primary Holder Representative for each Class of Primary Secured Obligations then outstanding but only if the rights of the Primary Holder Representative would be adversely affected thereby, (ii) No amend the definition of Directing Parties or any use of such amendmentdefined term in this Agreement, waiver in each case without the written consent of each Primary Holder Representative for each class of Primary Secured Obligations then outstanding but only if the rights of the Primary Holder Representative would be adversely affected thereby, (iii) change the percentage specified in the definition of Majority Holders, Majority Restructuring Note Class Holders or consent shall, unless in writing and signed by the Individual Trustee, Majority New Money Note Class Holders or amend, modify or waive or otherwise modify any provision of Section 7.10.
3.4 or the definition of Secured Obligations or otherwise change the relative rights of the Secured Parties under this Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iiiiv) amend, modify or waive any provision of Section 8 without the consent of each Primary Holder Representative with respect to each Class of Primary Secured Obligations then outstanding, but only if the relative rights of the holders of such Class would be adversely affected thereby, or (v) amend, modify or waive any provision of Section 3, 4 or 5 or otherwise alter the duties, rights or obligations of the Collateral Trustee hereunder or under the other Trust Security Documents without the written consent of the Collateral Trustee. Any such supplemental agreement shall be binding upon the GrantorGrantors, the Representativeseach Primary Holder Representative, the Secured Holders Parties and the Collateral Trustees Trustee and their respective successorssuccessors and assigns.
(b) Notwithstanding the foregoing, without the consent of the Directing Parties or any other Secured Party, the Collateral Trustee and the Grantors, at any time and from time to time, may, subject to the terms, conditions and provisions of the Intercreditor Agreement enter into one or more agreements supplemental hereto or to any other Trust Security Document, in form and substance satisfactory to the Grantors and the Collateral Trustee, (i) to add to the covenants of such Grantor for the benefit of the Secured Parties or to surrender any right or power herein conferred upon such Grantor or add to the rights or benefits of the Secured Parties; (ii) to mortgage or pledge to the Collateral Trustee, or grant a security interest in favor of the Collateral Trustee in, any property or assets as additional security for the Secured Obligations or to preserve, perfect or establish any liens on the Collateral to secure the Secured Obligations or the rights of the Collateral Trustee with respect thereto; (iii) to conform to any applicable law or to advice given by special or local counsel; (iv) to cure any ambiguity, to correct or supplement any provision herein or in any other Trust Security Document which may be defective or inconsistent with any other provision herein or therein, or to make any other provision with respect to matters or questions arising hereunder which shall not be inconsistent with any provision hereof; provided that any such action contemplated by this clause (iv) shall not adversely affect the interests of the Secured Parties; (v) to secure additional Secured Obligations otherwise permitted to be secured by the Collateral pursuant to the Secured Instruments; (vi) to provide for the assumption of the Company’s or any Grantor’s obligations under any Trust Security Document in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Grantor’s assets, as applicable; (vii) to make, complete or confirm any grant of a Lien on Collateral permitted or required by any Secured Instrument or, to the extent required under the Intercreditor Agreement (or any other intercreditor agreement constituting a Trust Security Document), to conform any Trust Security Document to reflect permitted amendments or modifications to comparable provisions of any Bank Group Document, Pension Fund Document or comparable document evidencing the Asset Backed Credit Facility; (viii) to amend the Intercreditor Agreement pursuant to the terms thereof or otherwise enter into another intercreditor agreement (including the Asset Backed Credit Facility Intercreditor Agreement, if any) to the extent permitted under, and in accordance with the terms, conditions and provisions of, the applicable Secured Instruments; or (ix) to comply with the TIA, or with any requirement of the SEC arising from the qualification of the Indentures under the TIA. If an Asset Backed Credit Facility and related Asset Backed Credit Facility Intercreditor Agreement are entered into, in each case, to the extent permitted under, and in accordance with the terms, conditions and provisions of, the applicable Secured Instruments, then this Agreement shall be deemed amended to include, and shall be amended to so include, a reference to the “Asset Backed Credit Facility Intercreditor Agreement” each time (if applicable) “Intercreditor Agreement” is referred to herein.
(c) For purposes of voting under this Agreement, Secured Obligations registered in the name of or beneficially owned by the Company or any Affiliate of the Company will be deemed to be outstanding only to the extent deemed outstanding for purposes of voting under the respective Indentures.
(d) The Collateral Trustees shall Trustee will not enter into any such supplemental agreement amendment or supplement unless they shall have it has received a certificate of an Authorized a Responsible Officer of the Grantor Company to the effect that such supplemental agreement amendment or supplement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Instruments. Prior to executing any amendment adding Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate pursuant to this Section 6.3, the Collateral Trustee will be entitled to receive an Opinion of the Administrative Agent Counsel to the effect thatthat the execution and delivery of such document is permitted hereunder and all conditions precedent thereto have been satisfied, upon receipt and addressing customary creation and perfection (which Opinion of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,
(i) to add to the covenants of the Grantor, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantor;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which Counsel may be inconsistent with any other provision herein, or subject to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the interests of the Secured Holderscustomary assumptions and qualifications).
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Agent and the Corporate Public Debt Trustee, the Grantor Trustee and the Company may, from time to time, enter into written agreements supplemental hereto or to the Pledge Agreement for the purpose of adding to to, or waiving any provision of provisions of, this Trust Agreement or any of the Shared Collateral Documents Pledge Agreement or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties (subject, in the Grantor case of the Public Debt Securities, to the provisions of the Indenture) or the Company hereunder or thereunder.
(ii) No ; PROVIDED that no such amendment, waiver or consent supplemental agreement shall, unless except as provided in writing and signed by the Individual Trusteesubsection 6.3(b), amend, modify or waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall subsection 3.4 or the definition of Secured Obligations without the written consent of each Secured Party whose rights would be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementadversely affected thereby.
(b) Notwithstanding Without the provisions consent of paragraph (a)the Administrative Agent, the Collateral Trustees Public Debt Trustee or any Secured Party, the Trustee and the Grantor mayCompany, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Documentthe Pledge Agreement, in form satisfactory to the Collateral Trustees,
Trustee, (i) to add to the covenants of the Grantor, Company for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon the Grantor;
Company, (ii) to mortgagemortgage or pledge as Collateral (as defined in the Pledge Agreement) to the Trustee, pledge or grant a security interest in favor of the Collateral Trustees Trustee in, any property or assets as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledgedObligations, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein or in the Pledge Agreement which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, provided any provision hereof; PROVIDED that any such action contemplated by this clause (iii) shall not adversely affect the interests of the Secured HoldersParties.
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Agent Required Second Priority Representative(s) and the Second Priority Corporate Trustee, the Grantor Grantors may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared other Second Priority Collateral Documents Document or changing in any manner the rights of the Second Priority Collateral Trustees, the Second Priority Representatives, the Second Priority Secured Holders and the Grantor Grantors hereunder or thereunder.; provided that
(i) no such amendment, waiver or consent shall, unless the approval of all the Second Priority Representatives existing at such time shall have been obtained, amend, waive or otherwise modify any provision of Sections 5.01, 8.01, 8.02 and 9.01 or amend or otherwise modify the definitions of “Required Second Priority Representative(s)”, “Second Priority Secured Agreements”, “Second Priority Secured Holders”, “Second Priority Secured Obligations” or “Second Priority Collateral Trust Agreement Default” set forth in Section 1.01,
(ii) No no such amendment, waiver or consent shall amend, waive or otherwise modify this Agreement or any other Second Priority Collateral Document unless such amendment, waiver or consent complies with the amendment provisions (or other similar provisions) of the then outstanding Applicable Agreements,
(iii) no such amendment, waiver or consent shall, unless in writing and signed by the Second Priority Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.,
(iiiiv) Any any such supplemental agreement shall be binding upon the GrantorGrantors, the Second Priority Representatives, the Second Priority Secured Holders and the Second Priority Collateral Trustees and their respective successors.,
(ivv) The the Second Priority Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the each Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.Applicable Agreement, and
(vvi) The the Second Priority Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent Required Second Priority Representative(s) to the effect that, upon receipt of the Second Priority Corporate Trustee's ’s written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Second Priority Corporate Trustee and Second Priority Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), (x) the Second Priority Collateral Trustees and the Grantor Grantors may, at any time and from time to time, without the consent of the Administrative Agent and any other Second Priority Representative or any Second Priority Secured Holders, Holder enter into additional Shared Second Priority Collateral Documents or one or more agreements supplemental hereto or to any Shared Second Priority Collateral Document, in form satisfactory to the Second Priority Collateral Trustees,
(i) to add to the covenants of the Grantor, Grantors for the benefit of the Second Priority Representatives or any Second Priority Secured Holder, or to surrender any right or power herein conferred upon the Grantor;Grantors; or
(ii) to mortgage, pledge or grant a security interest in favor of the Second Priority Collateral Trustees as additional security for the Second Priority Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Second Priority Collateral Trustees pursuant to any Shared Second Priority Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the interests of the Secured Holders.;
Appears in 1 contract
Samples: Second Priority Collateral Trust Agreement (Aes Corporation)
Amendments, Supplements and Waivers. (ia) With the written ----------------------------------------- consent of the Administrative Agent Agent, the Trustee and the Corporate Trustee, the Grantor Obligors may, from time to time, enter into written agreements supplemental hereto or to any Trust Security Document for the purpose of adding to to, or waiving any provision of provisions of, this Trust Agreement or any of the Shared Collateral Documents Trust Security Document or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties or the Grantor Obligors hereunder or thereunder.
; provided that no such supplemental agreement shall (i) amend, modify -------- or waive any provision of this subsection 6.3 without the written consent of the Administrative Agent and each Public Debt Trustee, (ii) No such amendmentexcept as provided in the next succeeding sentence, waiver reduce the percentages or consent shall, unless change the numbers specified in writing and signed by the Individual Trustee, definition of Required Secured Parties or Required Other Collateral Secured Parties or amend, modify or waive any provision of subsection 3.4 or otherwise the definition of Secured Obligations without the written consent of each Secured Party whose rights would be adversely affected thereby or (iii) amend, modify or waive any provision of Section 7.10.
4 or 5 or alter the duties, rights or obligations of the Trustee hereunder or under the Trust Security Documents without the written consent of the Trustee. In addition, if the Administrative Agent shall advise the Trustee in writing that the Required Lenders (iiias defined in the Credit Agreement) have agreed with the Company that additional indebtedness of the Company shall be secured equally and ratably by all or any portion of the Collateral, the Trustee shall enter into such supplemental agreements satisfactory to the Trustee with the Obligors as shall be reasonably requested by the Administrative Agent to effect such agreement (which supplemental agreement may be in the form of an amendment and restatement of this Trust Agreement). Any such supplemental agreement shall be binding upon the GrantorObligors, the RepresentativesAdministrative Agent, each Public Debt Trustee, the Secured Holders Parties and the Collateral Trustees Trustee and their respective successors.
(ivb) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer Without the consent of the Grantor to Administrative Agent, any Public Debt Trustee or any Secured Party, the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in Trustee and any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor mayObligors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Trust Security Document, in form satisfactory to the Collateral Trustees,
Trustee, (i) to add to the covenants of the Grantor, such Obligor for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon the Grantor;
such Obligor; (ii) to mortgagemortgage or pledge to the Trustee, pledge or grant a security interest in favor of the Collateral Trustees Trustee in, any property or assets as additional security for the Secured Obligations any property Obligations; or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein or in any Trust Security Document which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action -------- contemplated by this clause (iii) shall not adversely affect the interests of the Secured HoldersParties.
Appears in 1 contract
Samples: Trust Agreement (Federal Mogul Corp)
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Applicable Directing Parties, the Collateral Agent and the Corporate Trustee, the Grantor Grantors may, from time to time, enter into written agreements supplemental hereto or to any other Security Document for the purpose of adding to to, or waiving any provision of provisions of, this Agreement or any of the Shared Collateral Documents other Security Document or changing in any manner the rights of the Collateral Trustees, the RepresentativesAgent, the Secured Holders and Parties or the Grantor Grantors hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) . Any such supplemental agreement shall be binding upon the GrantorGrantors, the Representativeseach Holder Representative, the Secured Holders Parties and the Collateral Trustees Agent and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer successors and assigns. No consent of the Grantor Grantors shall be required for any amendment, waiver or supplement to the effect this Agreement except for amendments, waivers and supplements that such supplemental agreement will not result in a breach of any provision or covenant contained in would reasonably be expected to adversely impact any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementGrantors.
(b) Notwithstanding the provisions foregoing, solely with the consent of paragraph the Applicable Directing Parties (aand without the consent of any other Secured Party), the Collateral Trustees Agent and any of the Grantor mayGrantors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral other Security Document, in form satisfactory to the Applicable Directing Parties and acceptable to Collateral Trustees,
Agent, (i) to add to the covenants of the Grantor, such Grantor for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon such Grantor or add to the Grantor;
rights or benefits of the Secured Parties; (ii) to mortgagemortgage or pledge to the Collateral Agent, pledge or grant a security interest in favor of the Collateral Trustees Agent in, any property or assets as additional security for the Secured Obligations or to preserve, perfect or establish any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to liens on the Collateral Trustees pursuant to secure the Secured Obligations or the rights of the Collateral Agent with respect thereto; (iii) to conform to any Shared Collateral Document Applicable Law or otherwiseto advice given by special or local counsel; or
(iiiiv) to cure any ambiguity, to correct or supplement any provision herein or in any other Security Document which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action contemplated by this clause (iv) shall not adversely affect the interests of the Secured HoldersParties; (v) to secure additional Secured Obligations otherwise permitted to be secured by the Collateral pursuant to the Secured Instruments; or (vi) to provide for the assumption of the Company’s or any Grantor’s obligations under any Security Document in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Grantor’s assets, as applicable.
(c) For purposes of voting under this Agreement, Secured Obligations registered in the name of or beneficially owned by the Company or any Affiliate of the Company will be deemed not to be outstanding.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (FS Energy & Power Fund)
Amendments, Supplements and Waivers. (i) With the written consent of the Administrative Beneficiary Agent and the Corporate Collateral Trustee, the Grantor may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or any of the Shared Collateral Documents or changing in any manner the rights or obligations of the Collateral TrusteesTrustee, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees Trustee and their its respective successors.
(iviii) The Collateral Trustees Trustee shall not enter into any such supplemental agreement unless they it shall have received a certificate of an Authorized Officer the Chief Financial Officer, Treasurer or Controller of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees Trustee shall not enter into any such supplemental agreement unless they it shall have received a certificate of the Administrative Beneficiary Agent to the effect that, upon receipt of the Corporate Collateral Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Collateral Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees Trustee and the Grantor may, at any time and from time to time, without the consent of the Administrative Beneficiary Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral TrusteesTrustee,
(i) to add to the covenants of the Grantor, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantor;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees Trustee as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees Trustee pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the interests of the Secured Holders.
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent Except as set forth in this Section 3.01, no amendment or waiver of the Administrative Agent and the Corporate Trustee, the Grantor may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or waiving any provision of this Agreement or Agreement, and no consent to any of departure by the Shared First Priority Collateral Documents or changing Parties, the Second Priority Collateral Parties, the Borrower and any Grantor, shall in any manner event be effective unless the rights of the Collateral Trustees, the Representatives, the Secured Holders and the Grantor hereunder or thereunder.
(ii) No such amendment, waiver or consent shall, unless same shall be in writing and signed by First Priority Collateral Parties, the Individual TrusteeSecond Priority Collateral Parties, amendthe Borrower or any Grantor, waive and then such waiver or otherwise modify any provision of Section 7.10.
(iii) Any such supplemental agreement consent shall be binding upon effective only in the Grantor, specific instance and for the Representatives, specific purpose for which it is given. This Agreement contains a final and complete integration of all prior expressions by the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor parties hereto with respect to the effect that such supplemental subject matter hereof and shall constitute the entire agreement will not result in a breach of any provision or covenant contained in any of among the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent parties hereto with respect to the effect thatsubject matter hereof, upon receipt of the Corporate Trustee's superseding all prior oral or written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementunderstandings.
(b) Notwithstanding the provisions of paragraph (a), the The First Priority Collateral Trustees Parties and the Grantor Grantors may, at any time and from time to time, without the consent of the Administrative Agent and any other Representative Second Priority Collateral Party or any Second Priority Secured HoldersHolder enter into amendments or other written agreements supplemental to any First Priority Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Collateral Document or changing in any manner the rights of the holders of the First Priority Secured Obligations or the Grantors thereunder. Any amendment or waiver of, or any consent under, any provision of any First Priority Collateral Document (except to the extent that such amendment, waiver or consent, would have the effect of releasing Collateral from the Liens securing Second Priority Secured Obligations in violation of Article II or of releasing the Pledged Equity at any time that the 2003 Second Lien Notes are outstanding and do not have the Required Ratings) shall apply automatically to the comparable provision of the comparable Second Priority Collateral Document without the consent of or notice to any Second Priority Collateral Party or any Second Priority Secured Holder and without any action by any Grantor or the Second Priority Collateral Parties; provided that the Borrower has delivered to the Second Priority Collateral Parties a certificate from an Authorized Officer stating that such amendment, waiver or consent does not have the effect of releasing Liens securing the Second Priority Secured Obligations in violation of Article II or of releasing the Pledged Equity at any time that the 2003 Second Lien Notes are outstanding and do not have the Required Ratings. The Borrower shall promptly notify the Second Priority Collateral Parties of any amendment or waiver of, or any consent under, any provision of any First Priority Collateral Document that applies automatically to the comparable provision of the comparable Second Priority Collateral Document, which notice shall include a copy of such amendment, waiver or consent, as applicable, provided that the failure to give such notice shall not affect the validity of such amendment or waiver of, or consent under, either the First Priority Collateral Documents or the First Priority Collateral Documents.
(c) The First Priority Collateral Parties and the Grantors may, at any time and from time to time, without the consent of any Second Priority Collateral Party or any Second Priority Secured Holder, enter into additional Shared Collateral Documents amendments or one or more other written agreements supplemental hereto or to any Shared First Priority Collateral Document for the purpose of granting to the First Priority Collateral Parties a first priority security interest in additional assets of the Grantors to secure the First Priority Secured Obligations. Any such amendment or written agreements supplemental to any First Priority Collateral Document shall apply automatically to the comparable Second Priority Collateral Document without the consent of or notice to the Second Priority Collateral Party or any Second Priority Secured Holder and without any action by any Grantor or the Second Priority Collateral Parties, and effective upon delivery by any First Priority Representative to each of the Second Priority Collateral Parties of written notice of such amendment or other written supplemental agreement, the Second Priority Collateral Parties shall automatically be granted a second priority security interest in such additional assets of the Grantors to secure the Second Priority Secured Obligations. The First Priority Secured Parties and the Grantors may also, at any time and from time to time, without the consent of any Second Priority Collateral Party or any Second Priority Secured Holder, amend or waive provisions of this Agreement relating to or establishing rights among the First Priority Secured Parties or the First Priority Secured Holders and the Grantors so long as such amendment or waiver would not reasonably be expected to have a material and adverse effect on any of the rights or obligations of the Second Priority Secured Parties or Second Priority Secured Holders under this Agreement; provided that notice of such amendment or waiver is delivered to the Second Priority Collateral Parties. Without limiting the generality of the foregoing sentences, if the Person(s) who would otherwise be First Priority Controlling Collateral Parties hereunder shall agree with the Borrower to any modification of the definition of First Priority Controlling Collateral Parties, such modification shall be effective upon notice thereof to the other parties to this Agreement.
(d) Without the prior written consent of the First Priority Collateral Parties and the First Priority Representatives, no Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, in form satisfactory to the Collateral Trustees,
(i) to add to the covenants of the Grantor, for the benefit of the Representatives or any Secured Holder, or to surrender any right or power herein conferred upon the Grantor;
(ii) to mortgage, pledge or grant a security interest in favor of the Collateral Trustees as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwise; or
(iii) to cure any ambiguity, to correct or supplement any provision herein which may would be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the interests of the terms of the First Priority Secured Holders.Agreements. The Second Priority Collateral Parties agree that each Second Priority Collateral Document shall include the following language:
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With Subject to Sections 8.1(b) and 8.1(c), with the prior written consent of the Bank Administrative Agent Agent, the Collateral Trustee and the Corporate Trustee, the Grantor Grantors may, from time to time, enter into written agreements supplemental hereto for the purpose of adding to or modifying or waiving any provision provisions of this Agreement or any of the Shared Collateral Documents or amending the definition of any capitalized term used herein or therein, as such capitalized term is used herein or therein, or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties or the Grantor hereunder or thereunder.
(ii) No such amendment; provided, waiver or consent shallhowever, unless in writing and signed by the Individual Trustee, amend, waive or otherwise modify any provision of Section 7.10.
(iii) Any that no such supplemental agreement shall be binding upon the Grantor, the Representatives, the Secured Holders and the Collateral Trustees and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreement.
(b) Notwithstanding the provisions of paragraph (a), the Collateral Trustees and the Grantor may, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Document, in form satisfactory to the Collateral Trustees,shall:
(i) to add to amend, modify or waive any provision of this Section 8.1 without the covenants prior written consent of the GrantorBank Administrative Agent, for the benefit of 1992 Indenture Trustee, the Representatives or any Secured Holder1996 Indenture Trustee, or to surrender any right or power herein conferred upon and the GrantorSenior Note Indenture Trustee;
(ii) to mortgageamend, pledge modify or grant a security interest in favor waive any provision of Section 2.3, Article III, Article IV, Article VII or the definition of the Collateral Trustees as additional security for the terms "Actionable Default," "Principal Property," "Principal Property Mortgages," "Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Debt," "Secured Debt Instruments," "Secured Obligations," "Secured Party," "Senior Notes," "Shared Collateral," "Shared Collateral Document Documents," or otherwise; or
(iii) to cure "Senior Priority Collateral," and any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement, provided such action shall not adversely affect the interests component definition of the foregoing, without the prior written consent of any Secured Holders.Party whose rights would be adversely affected thereby;
Appears in 1 contract
Amendments, Supplements and Waivers. (ia) With the written consent of the Administrative Agent Required Secured Parties, the Collateral Trustee and the Corporate Trustee, the Grantor Grantors may, from time to time, enter into written agreements supplemental hereto or to any Trust Security Document for the purpose of adding to to, or waiving any provision of provisions of, this Collateral Trust Agreement or any of the Shared Collateral Documents Trust Security Document or changing in any manner the rights of the Collateral Trustees, the RepresentativesTrustee, the Secured Holders and Parties or the Grantor Grantors hereunder or thereunder.
; provided that no such supplemental agreement shall (i) amend, modify or waive any provision of this subsection 6.3 without the written consent of each Holder Representative, (ii) No such amendmentexcept as provided in the next succeeding sentence, waiver reduce the percentages or consent shallchange the numbers specified in the definition of Majority First Priority Secured Parties, unless in writing Majority Second Priority Secured Parties, Majority Junior Priority Secured Parties and signed by the Individual Trustee, Majority Secured Parties or amend, modify or waive any provision of subsection 3.4 or the definition of Secured Obligations, First Priority Secured Obligations, 2011 Second Priority Secured Obligations, 2012 Second Priority Secured Obligations, Second Priority Additional Debt Obligations, Junior Priority Additional Debt Obligations or otherwise change the relative rights of the Secured Parties under the Collateral Trust Agreement in respect of payments or Collateral without the written consent of holders constituting the Majority Class Holders of each Class whose rights would be adversely affected thereby, (iii) amend, modify or waive any provision of subsection 8.1 without the written consent of the relevant Second Priority Agent if any Second Priority Secured Obligations are then outstanding, but only if the relative rights of the Second Priority Secured Parties in respect of such Second Priority Secured Obligations would be adversely affected thereby, (iv) amend, modify or waive any provision of subsection 8.2 without the written consent of the relevant Junior Priority Additional Debt Representative if any Junior Priority Additional Debt Obligations are then outstanding, but only if the relative rights of the Junior Priority Secured Parties, as the case may be, in respect of such Junior Priority Additional Debt Obligations would be adversely affected thereby or (v) amend, modify or waive any provision of Section 7.10.
(iii) 4 or Section 5 or alter the duties, rights or obligations of the Collateral Trustee hereunder or under the Trust Security Documents without the written consent of the Collateral Trustee. Any such supplemental agreement shall be binding upon the GrantorGrantors, the Representativeseach Holder Representative, the Secured Holders Parties and the Collateral Trustees Trustee and their respective successors.
(iv) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of an Authorized Officer of the Grantor to the effect that such supplemental agreement will not result in a breach of any provision or covenant contained in any of the Secured Agreements.
(v) The Collateral Trustees shall not enter into any such supplemental agreement unless they shall have received a certificate of the Administrative Agent to the effect that, upon receipt of the Corporate Trustee's written consent, this Section 9.01(a) has been complied with successors and an instruction letter requesting the Corporate Trustee and Individual Trustee to execute such supplemental agreementassigns.
(b) Notwithstanding Solely with the provisions consent of paragraph the Controlling Party (aand without the consent of any other Secured Party), the Collateral Trustees Trustee and the Grantor mayGrantors, at any time and from time to time, without the consent of the Administrative Agent and any other Representative or any Secured Holders, may enter into additional Shared Collateral Documents or one or more agreements supplemental hereto or to any Shared Collateral Trust Security Document, in form satisfactory to the Collateral Trustees,
(i) to add to the covenants of the Grantor, such Grantor for the benefit of the Representatives or any Secured Holder, Parties or to surrender any right or power herein conferred upon the such Grantor;
; (ii) to mortgagemortgage or pledge to the Collateral Trustee, pledge or grant a security interest in favor of the Collateral Trustees Trustee in, any property or assets as additional security for the Secured Obligations any property or assets which are required to be mortgaged or pledged, or in which a security interest is required to be granted, to the Collateral Trustees pursuant to any Shared Collateral Document or otherwiseObligations; or
(iii) as contemplated in subsection 6.3(d); or (iv) to cure any ambiguity, to correct or supplement any provision herein or in any Trust Security Document which may be defective or inconsistent with any other provision hereinherein or therein, or to make any other provisions provision with respect to matters or questions arising under this Agreement hereunder which shall not be inconsistent with the provisions of this Agreement, any provision hereof; provided that any such action contemplated by this clause (iv) shall not adversely affect the interests of any of the Secured HoldersParties.
(c) Solely with the consent of the Controlling Party (and without the consent of any other Secured Party), the Collateral Trustee, the Grantors and the Holder Representative for each Junior Priority Additional Debt, at any time and from time to time, may enter into one or more agreements supplemental hereto or to any Trust Security Document, to provide for the inclusion herein of intercreditor provisions as between, on the one hand, one or more issues of Junior Priority Additional Debt and, on the other hand, one or more other issues of Junior Priority Additional Debt (it being agreed that the consent of the Holder Representative of any Junior Priority Additional Debt benefiting from any such intercreditor provisions with respect to such issues substantially in the form of subsections 8.2 and 8.4, with appropriate changes in the references therein, shall not be required); provided that any such action contemplated by this clause shall not adversely affect the interests of any of the Secured Parties in respect of the First Priority Secured Obligations or any Second Priority Secured Obligations.
(d) Each of the First Priority Agent and the Second Priority Credit Agents agrees (with the intention of such agreement being binding upon the Secured Parties for which it is the Holder Representative) that, at any time when it is the Controlling Party, it will cooperate with the Company in effecting any amendment to this Collateral Trust Agreement or any Trust Security Document reasonably requested by the Company that does not, in the opinion of such Controlling Party, adversely affect the interests of the then Secured Parties (it being understood that any Additional Debt, or Liens securing such Additional Debt, in each case, permitted under the Secured Instruments, does not adversely affect the interests of the then Secured Parties), provided that such amendment is reasonably intended in the opinion of the Grantors to facilitate the issuance, or securing pursuant hereto, of any Additional Debt.
Appears in 1 contract
Samples: Collateral Trust and Intercreditor Agreement (Istar Financial Inc)
