Common use of Supplemental Indenture without Consent of Holders Clause in Contracts

Supplemental Indenture without Consent of Holders. Without the consent of any Holder, the Company, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to create a new series of Senior Notes; (2) to evidence the succession of another Person to the Company or the Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Senior Notes contained; (3) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Senior Notes (and if such covenants are to be for the benefit of less than all series of Senior Notes, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor; (4) to mortgage, pledge, convey, assign and transfer to the Trustee any property or assets as security for the Senior Notes and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by this Indenture or as may, consistent with the provisions of this Indenture, be deemed appropriate by the Company or the Guarantor and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee; (5) to add any additional Events of Default with respect to all or any series of Senior Notes; (6) to cure any ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any supplemental indenture or in any Senior Notes issued hereunder; (7) to provide for uncertificated Senior Notes in addition to certificated Senior Notes; (8) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Senior Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (9) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Senior Notes of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 9.11; or (10) to make any change that does not adversely affect the rights of any Holder of Senior Notes which are Outstanding.

Supplemental Indenture without Consent of Holders. Without the consent of any HolderHolders, the Company, the Guarantor Company and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to create a new series of Senior Notes; (2) to evidence the succession of another Person entity to the Company or the Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Senior Notes containedSecurities; (32) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Senior Notes Securities (and if such covenants are to be for the benefit of less than all series of Senior NotesSecurities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the GuarantorCompany; (4) to mortgage, pledge, convey, assign and transfer to the Trustee any property or assets as security for the Senior Notes and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by this Indenture or as may, consistent with the provisions of this Indenture, be deemed appropriate by the Company or the Guarantor and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee; (53) to add any additional Events of Default with respect (and if such Events of Default are to be for the benefit of less than all or any series of Senior NotesSecurities, stating that such Events of Default are expressly being included solely for the benefit of such series); (64) to cure any ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any supplemental indenture or in any Senior Notes issued hereunder; (7) to provide for uncertificated Senior Notes in addition to certificated Senior Notes; (8) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Senior Notes Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to facilitate the issuance of Securities in uncertificated form, or to permit or facilitate the issuance of extendible Securities; (95) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only as to the Securities of any series created by such supplemental indenture and Securities of any series subsequently created to which such change or elimi nation is made applicable by the subsequent supplemental indenture creating such series; (6) to secure the Securities pursuant to the requirements of Section 1004 or otherwise; (7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Senior Notes 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 trusts hereunder by more than one Trustee, pursuant to the requirements of Section 9.11; or611(b); (9) to provide for any rights of the Holders of Securities of any series to require the repurchase of Securities of such series by the Company; (10) to make modify the restrictive legends set forth on the face of the form of Security in Section 202 or as are otherwise set forth pursuant to Section 201 and 301, or modify the form of certificate set forth in Section 311; provided, however, that any change that does such modification shall not materially and adversely affect the rights interest of the Holders of the Securities; (11) to amend this Indenture to conform to the provisions of the Trust Indenture Act as in effect at the time of the execution of such supplemental indenture; (12) to cure any ambiguity, omission or defect, 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 Indenture, provided such action shall not materially and adversely affect the interests of the Holders of Securities of any Holder series; or (13) to modify, alter, amend or supplement this Indenture in any other respect which is not materially adverse to Holders, which does not involve a change described in clauses (1), (2) or (3) of Senior Notes Section 902 hereof and which, in the judgment of the Trustee, is not to the prejudice of the Trustee, or in order to provide for the duties, responsibilities and compensation of the Trustee as a transfer agent in the event one registered Security of any series is issued in the aggregate principal amount of all outstanding Securities of such series in which are OutstandingHolders will hold an interest.

Supplemental Indenture without Consent of Holders. Without the consent of the Holders of any HolderSecurities, the Company, the Guarantor when authorized by or pursuant to a Board Resolution or a Company Order, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to create a new series of Senior Notes; (2a) to evidence the succession of another Person to the Company or the GuarantorCompany, and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Senior Notes containedSecurities; (3b) to add to the covenants of the Company for the benefit of the Holders of the Securities of any or all series (and if such covenants or the Guarantor surrender of such right or power are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included or such surrenders are expressly being made solely for the benefit of one or more specified series), or to surrender any right or power herein conferred upon the Company; (c) to cure any ambiguity or defect, 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 Indenture or the Securities or make any other changes herein or therein; (d) to add any additional Events of Default for the benefit of the Holders of all or any series of Senior Notes Securities (and if such covenants additional Events of Default are to be for the benefit of less than all series of Senior NotesSecurities, stating that such covenants additional Events of Default are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor); (4e) to mortgagecomply with any requirement in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (f) to establish any form of Security, pledgeas provided in Article 2, convey, assign and transfer to the Trustee any property or assets as security provide for the Senior Notes and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee issuance of any series of Securities as provided in Article 3 and to set forth such other provisions in respect thereof as may be required by this Indenture or as maythe terms thereof, consistent with and/or to add to the provisions rights of this Indenture, be deemed appropriate by the Company or Holders of the Guarantor and the Trustee, or to correct or amplify the description Securities of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trusteeseries; (5g) to add any additional Events secure the Securities pursuant to the requirements of Default with respect to all Section 3.1 or any series of Senior NotesSection 10.10 or otherwise; (6h) to cure establish the form or terms of Securities of any ambiguityseries as permitted by Sections 2.1, defect, or inconsistency or to correct or supplement any provision contained herein or in any supplemental indenture or in any Senior Notes issued hereunder2.2 and 3.1; (7) to provide for uncertificated Senior Notes in addition to certificated Senior Notes; (8) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Senior Notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons; (9i) to evidence and provide for the acceptance of appointment hereunder by another Person as a successor Trustee hereunder with respect to the Senior Notes of one or more series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 9.116.11 hereof; or (10j) to make any change that does not provide for the issuance of Securities in bearer form with coupons as well as fully registered form. No supplemental indenture for the purposes identified in clause (b), (c) or (f) above may be entered into if to do so would adversely affect the rights interest of the Holders of Securities of any Holder of Senior Notes which are Outstandingseries.

Supplemental Indenture without Consent of Holders. Without the consent of any HolderHolders, the Company, the Guarantor Company and the Trustee, at any time and Trustee may from time to time, may and at any time enter into one an indenture or more indentures supplemental heretohereto to amend the Indenture and the Debentures, in form satisfactory to the TrusteeTrustee (which shall comply with the provisions of the Trust Indenture Act as then in effect), for any purpose set out in the Base Indenture and, in addition, for any one or more of the following purposes: (1a) following the Purchase Contract Settlement Date, to create a new series of Senior Notes; (2) to evidence the succession of another Person to the Company or the Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Senior Notes contained; (3) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Senior Notes (and if such covenants are to be for the benefit of less than all series of Senior Notes, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor; (4) to mortgage, pledge, convey, assign and transfer to the Trustee any property or assets as security for the Senior Notes and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by this Indenture or as may, consistent with the provisions of this Indenture, be deemed appropriate by the Company or the Guarantor and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee; (5) to add any additional Events of Default with respect to all or any series of Senior Notes; (6) to cure any ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any supplemental indenture or in any Senior Notes issued hereunder; (7) to provide for uncertificated Senior Notes in addition to certificated Senior Notes; (8) to add to or change any of the provisions of this the Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of Senior Notes the Debentures pursuant to Section 701 of the Base Indenture, provided that any such action shall not adversely affect the interests of any Holder in bearer form, registrable or not registrable as to principal, and with or without interest couponsany material respect; (9b) to evidence modify Section 2.15 hereof in a manner not materially adverse to the rights of the Holders, it being understood that any modification of the terms of the Debentures permitted pursuant to Section 9.04 in connection with a Remarketing that is made in accordance with the terms of the Indenture may be made without the consent of any Holders of the Debentures; or (c) to amend the Debentures, the Base Indenture (insofar as it relates to the Debentures) and provide the Indenture to conform the provisions thereof or hereof to the descriptions thereof or hereof contained in the preliminary prospectus supplement dated March 13, 2019 for the acceptance Equity Units, as supplemented by any free writing prospectus used in connection with the offering of appointment hereunder by a successor the Equity Units, under the sections entitled “Description of the Equity Units,” “Description of the Purchase Contracts,” “Certain Provisions of the Purchase Contract and Pledge Agreement” and “Description of the Junior Subordinated Debentures.” The Trustee is hereby authorized to join with respect the Company in the execution of any such supplemental indenture, to the Senior Notes of one or more series make any further appropriate agreements and stipulations which may be therein contained and to add accept the conveyance, transfer, mortgage, pledge or assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or change immunities under the Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the Holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration Section 1202 of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 9.11; or (10) to make any change that does not adversely affect the rights of any Holder of Senior Notes which are OutstandingBase Indenture.

Supplemental Indenture without Consent of Holders. Without the consent of any HolderHolders, the Company, the Guarantor Company and the Trustee, at any time and Trustee may from time to time, may and at any time enter into one an indenture or more indentures supplemental heretohereto to amend the Indenture and the Debentures, in form satisfactory to the TrusteeTrustee (which shall comply with the provisions of the Trust Indenture Act as then in effect), for any purpose set out in the Base Indenture and, in addition, for any one or more of the following purposes: (1a) following the Purchase Contract Settlement Date, to create a new series of Senior Notes; (2) to evidence the succession of another Person to the Company or the Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Senior Notes contained; (3) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Senior Notes (and if such covenants are to be for the benefit of less than all series of Senior Notes, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor; (4) to mortgage, pledge, convey, assign and transfer to the Trustee any property or assets as security for the Senior Notes and to specify the terms and conditions upon which such property or assets are to be held and dealt with by the Trustee and to set forth such other provisions in respect thereof as may be required by this Indenture or as may, consistent with the provisions of this Indenture, be deemed appropriate by the Company or the Guarantor and the Trustee, or to correct or amplify the description of any such property or assets at any time so mortgaged, pledged, conveyed and transferred to the Trustee; (5) to add any additional Events of Default with respect to all or any series of Senior Notes; (6) to cure any ambiguity, defect, or inconsistency or to correct or supplement any provision contained herein or in any supplemental indenture or in any Senior Notes issued hereunder; (7) to provide for uncertificated Senior Notes in addition to certificated Senior Notes; (8) to add to or change any of the provisions of this the Indenture to such extent as shall be necessary to permit or facilitate the issuance defeasance and discharge of Senior Notes the Debentures pursuant to Section 701 of the Base Indenture, provided that any such action shall not adversely affect the interests of any Holder in bearer form, registrable or not registrable as to principal, and with or without interest couponsany material respect; (9b) to evidence modify Section 2.15 hereof in a manner not materially adverse to the rights of the Holders, it being understood that any modification of the terms of the Debentures permitted pursuant to Section 9.04 in connection with a Remarketing that is made in accordance with the terms of the Indenture may be made without the consent of any Holders of the Debentures; or (c) to amend the Debentures, the Base Indenture (insofar as it relates to the Debentures) and provide the Indenture to conform the provisions thereof or hereof to the descriptions thereof or hereof contained in the preliminary prospectus supplement dated August 11, 2020 for the acceptance Equity Units, as supplemented by any free writing prospectus used in connection with the offering of appointment hereunder by a successor the Equity Units, under the sections entitled “Description of the Equity Units,” “Description of the Purchase Contracts,” “Certain Provisions of the Purchase Contract and Pledge Agreement” and “Description of the Junior Subordinated Debentures.” The Trustee is hereby authorized to join with respect the Company in the execution of any such supplemental indenture, to the Senior Notes of one or more series make any further appropriate agreements and stipulations which may be therein contained and to add accept the conveyance, transfer, mortgage, pledge or assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or change immunities under the Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section may be executed by the Company and the Trustee without the consent of the Holders of any of the Debentures at the time outstanding, notwithstanding any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration Section 1202 of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 9.11; or (10) to make any change that does not adversely affect the rights of any Holder of Senior Notes which are OutstandingBase Indenture.