Common use of Amendments Without the Consent of Securityholders Clause in Contracts

Amendments Without the Consent of Securityholders. In addition to any supplemental indenture otherwise authorized by this Indenture, the Trustee, the collateral agent, if applicable, and the Issuers may from time to time and at any time enter into an indenture or indentures supplemental hereto or amend this Indenture and the Security Documents (subject to the provisions of the Security Documents) without the consent of any holders of any series of Securities for one or more of the following purposes: (a) to cure any ambiguity, defect, or inconsistency herein or in Securities of any series or the Security Documents; (b) to add an additional obligor on the Securities or to add a Guarantor of any outstanding debt securities or to evidence the succession of another Person to an Issuer or any such Guarantor, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of an Issuer, as the case may be, pursuant to Article XIII; (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; (d) to add to the covenants of the Issuers for the benefit of the holders of any outstanding series of Securities (and if such covenants are to be for the benefit of less than all outstanding series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any of the Issuers’ or the Guarantor’s, if applicable, rights or powers herein conferred; (e) to add any additional Events of Default for the benefit of the holders of any outstanding series of Securities (and if such Events of Default are to be applicable to less than all outstanding series, stating that such Events of Default are expressly being included solely to be applicable to such series); (f) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall not become effective with respect to any Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (g) to secure the Securities of any series or any Guarantee thereof; (h) to make any other change that does not adversely affect the rights of any Securityholder of Outstanding Securities in any material respect; (i) to issue additional Securities of any series, including additional Offered Securities; provided that such additional Securities have the same terms as, and be deemed part of the same series as, the applicable series of Securities issued hereunder to the extent required by Section 2.01(b) or, with respect to the Offered Securities, Section 2.17; or (j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trust hereunder by more than one Trustee. Upon the request of the Issuers, accompanied by Board Resolutions authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 12.05, the Trustee shall join with the Issuers and any Guarantor, if applicable, in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 12.01 may be executed by the Issuers, any applicable Guarantor and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 12.02.

Amendments Without the Consent of Securityholders. In addition to any supplemental indenture otherwise authorized by this Indenture, the Trustee, the collateral agent, if applicable, and the Issuers Issuer may from time to time and at any time enter into an indenture or indentures supplemental hereto or amend this Indenture and the Security Documents (subject to the provisions of the Security Documents) without the consent of any holders of any series of Securities for one or more of the following purposes: (a) to cure any ambiguity, defect, or inconsistency herein or in Securities of any series or the Security Documents; (b) to add an additional obligor on the Securities or to add a Guarantor of any outstanding debt securities or to evidence the succession of another Person to an the Issuer or Prime Borrower or any such Guarantor, or successive successions, and the assumption by the successor Person of the covenants, agreements and obligations of an Issuerthe Issuer or Prime Borrower, as applicable, as the case may be, pursuant to Article XIII; (c) to provide for uncertificated Securities in addition to or in place of certificated Securities; (d) to add to the covenants of the Issuers Issuer for the benefit of the holders of any outstanding series of Securities (and if such covenants are to be for the benefit of less than all outstanding series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any of the Issuers’ Issuer’s or the Guarantor’s, if applicable, rights or powers herein conferred; (e) to add any additional Events of Default for the benefit of the holders of any outstanding series of Securities (and if such Events of Default are to be applicable to less than all outstanding series, stating that such Events of Default are expressly being included solely to be applicable to such series); (f) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall not become effective with respect to any Outstanding Security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (g) to secure the Securities of any series or any Guarantee thereof; (h) to make any other change that does not adversely affect the rights of any Securityholder of Outstanding Securities in any material respect; (i) to issue additional Securities of any series, including additional Offered Securities; provided that such additional Securities have the same terms as, and be deemed part of the same series as, the applicable series of Securities issued hereunder to the extent required by Section 2.01(b) or, with respect to the Offered Securities, Section 2.17; or (j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trust hereunder by more than one Trustee. Upon the request of the IssuersIssuer, accompanied by Board Resolutions authorizing the execution of any such supplemental indenture, and upon receipt by the Trustee of the documents described in Section 12.05, the Trustee shall join with the Issuers Issuer and any Guarantor, if applicable, in the execution of any such supplemental indenture, and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 12.01 may be executed by the IssuersIssuer, any applicable Guarantor and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 12.02.