Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial Indenture; (b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee; (c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent such change shall not adversely affect the interests of the Holders in any material respect; (d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise; (e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder; (f) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise; (g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or (h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 9 contracts
Samples: Supplemental Indenture (Constellation Brands, Inc.), Supplemental Indenture (Constellation Brands, Inc.), Supplemental Indenture (Constellation Brands, Inc.)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor Company or any other obligor upon on the NotesSecurities, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and Securities in any Guarantee pursuant to accordance with Article Ten of the Initial IndentureVIII;
(b) to add to the covenants of the Company, any Guarantor Company or any other obligor upon on the Notes Securities for the benefit of the Holders, or to surrender any right or power herein conferred upon on the Company, any Guarantor Company or any other obligor upon on the NotesSecurities, as applicable, herein, herein or in the Notes or in any GuaranteeSecurities;
(c) to cure any ambiguity, or to cure or correct or supplement any provision herein or in any supplemental indenture or the Securities which may be defective or inconsistent with any other provision herein, herein or in the Notes or in any Guarantee, Securities or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental IndentureIndenture or the Securities; provided that, the Indenturein each case, the Notes or any Guarantee to the extent such change provisions shall not adversely affect the interests interest of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission SEC in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 9.5 or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;; or
(f) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Company’s Indenture Obligations, in any property property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 7 contracts
Samples: Indenture (Bally Total Fitness Holding Corp), Indenture (Bally Total Fitness Holding Corp), Indenture (Bally Total Fitness Holding Corp)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial IndentureGuarantee;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent such change shall not adversely affect the interests of the Holders in any material respect;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;
(f) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Ten of the Initial Indenture;
(h) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(hi) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 6 contracts
Samples: Supplemental Indenture (Constellation Brands, Inc.), Supplemental Indenture (Constellation Brands, Inc.), Supplemental Indenture (Constellation Brands, Inc.)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial IndentureGuarantee;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the CompanyCompa- ny, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent such change shall not adversely affect the interests of the Holders in any material respect;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;
(f) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Ten of the Initial Indenture;
(h) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(hi) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 4 contracts
Samples: Supplemental Indenture (Constellation Brands, Inc.), Supplemental Indenture (Constellation Brands, Inc.), Supplemental Indenture (Constellation Brands, Inc.)
Supplemental Indentures and Agreements without Consent of Holders. Without Notwithstanding Section 9.2 of this Indenture, without the consent of any Holders, the Company and Company, the Guarantors, if any, and any other obligor under the Securities when authorized by a Certified Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to this Indenture, the Securities or any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Company or a Guarantor or any other obligor upon the NotesSecurities, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes Securities and in any Guarantee pursuant to in accordance with Article Ten of the Initial IndentureEight;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes Securities for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, Company or any Guarantor or any other obligor upon the NotesSecurities, as applicable, herein, in the Notes Securities or in any Guarantee;
(c) to cure any ambiguity, or to cure or correct or supplement any provision herein or in any supplemental indenture, the Securities or any Guarantee which may be defective or inconsistent with any other provision herein, herein or in the Notes Securities or in any Guarantee, or ;
(d) to make any change that would provide any additional rights or benefits to the Holders of the Securities;
(e) to make any other provisions of with respect to matters or questions arising under this Supplemental Indenture, the Indenture, the Notes Securities or any Guarantee to the extent Guarantee; provided that, in each case, such change provisions shall not adversely affect the interests interest of the Holders in any material respect;
(df) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(eg) to add a Guarantor or Guarantors of the Securities pursuant to the requirements of Section 10.13 hereof or otherwise or to release any Guarantor in accordance with the terms of this Indenture;
(h) to evidence and provide the acceptance of the appointment of a successor trustee Trustee hereunder;
(fi) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Company’s or any Guarantor’s Indenture Obligations, in any property property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(gj) to add a Guarantor or to release a Guarantor provide for the issuance of Additional Securities under this Indenture in accordance with the terms limitations set forth herein;
(k) comply with the rules of the Indentureany applicable securities depositary; or
(hl) to add to or change any of conform the provisions text of this Indenture as contemplated in Section 11.7(b) or the Securities to any provision of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements “Description of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation Notes” section of the Company to execute and deliver prospectus supplement relating to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1Notes.
Appears in 3 contracts
Samples: Seventh Supplemental Indenture (Penske Automotive Group, Inc.), Third Supplemental Indenture (Penske Automotive Group, Inc.), First Supplemental Indenture (Penske Automotive Group, Inc.)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial IndentureGuarantee;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent such change shall not adversely affect the interests of the Holders in any material respect;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;
(f) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Ten of the Initial Indenture;
(h) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(hi) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 2 contracts
Samples: Supplemental Indenture (Constellation Brands, Inc.), Supplemental Indenture (Constellation Brands, Inc.)
Supplemental Indentures and Agreements without Consent of Holders. Without Unless otherwise provided for in Section 3.1, without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) cause the Indenture to be qualified under the Trust Indenture Act (“TIA”) or to add provisions expressly required under the TIA;
(b) evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, Securities and the assumption by any such successor of the covenants of the Company or such Company, any Guarantor or other obligor herein upon the Securities under the Indenture and in the Notes and in Securities of any Guarantee pursuant to Article Ten of the Initial Indentureseries;
(bc) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes Securities for the benefit of the HoldersHolders (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or an additional Event of Default to all or any series of Securities, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee;
(cd) to secure the Securities of any series thereof;
(e) to add to or change any provisions to such extent as necessary to facilitate the issuance or administration of Securities in bearer form or to facilitate the issuance or administration of Securities in global form;
(f) to change or eliminate any provision affecting only series of Securities not yet issued;
(g) to establish the form or terms of Securities and Guarantee, if any, of any series;
(h) to evidence and provide for successor Trustees or to add or change any provisions of such Indenture to such extent as necessary to permit or facilitate the appointment of a separate Trustee or Trustees for specific series of Securities;
(i) to permit payment in respect of Securities in bearer form in the United States to the extent allowed by law;
(j) to make provision with respect to any conversion or exchange rights of holders not adverse to the holders of any Securities of any series then outstanding with such conversion or exchange rights which provision directly effects any such series, including providing for the conversion or exchange of Securities into Common Stock or Preferred Stock;
(k) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guaranteeprovision, or to make any change to any other provisions with respect to matters or questions arising under the Indenture which shall not be inconsistent with the provisions of this Supplemental Indenture, the Indenture; provided, the Notes however, that no such modifications or any Guarantee to the extent such change shall not amendment may adversely affect the interests interest of the Holders holders of Securities of any series then outstanding in any material respect;; or
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;
(f) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(gl) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1Article XIII.
Appears in 2 contracts
Samples: Indenture (Capital Automotive Reit), Indenture (Capital Automotive Reit)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial IndentureGuarantee;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent such change shall not adversely affect the interests of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;
(f) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Ten of the Initial Indenture;
(h) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(hi) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 2 contracts
Samples: Exhibit (Constellation Brands, Inc.), Exhibit (Constellation Brands, Inc.)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolutionboard resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial IndentureGuarantee;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent Guarantee; provided that, in each case, such change provisions shall not adversely affect the interests of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 8.03 or otherwise;
(e) to add a Guarantor pursuant to the requirements of Section 4.15;
(f) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;; or
(fg) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 2 contracts
Samples: Indenture (Canandaigua B V), Indenture (SCV Epi Vineyards Inc)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolutionboard resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial IndentureGuarantee;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental Indenture, Indenture and the Indenture, the Notes or any Guarantee to the extent Guarantee; provided that, in each case, such change provisions shall not adversely affect the interests of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to add a Guarantor pursuant to the requirements of Section 4.15;
(f) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;; or
(fg) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, Indenture and the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 2 contracts
Samples: Supplemental Indenture (Mt Veeder Corp), Supplemental Indenture (Candanaigua B V)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial Indenture;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of this Supplemental Sup plemental Indenture, the Indenture, the Notes or any Guarantee to the extent such change shall not adversely affect the interests of the Holders in any material respect;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;
(f) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 2 contracts
Samples: Supplemental Indenture (Constellation Brands, Inc.), Supplemental Indenture (Constellation Brands, Inc.)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial IndentureGuarantee;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent Guarantee; provided that, in each case, such change provisions shall not adversely affect the interests of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to add a Guarantor pursuant to the requirements of Section 3.10;
(f) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;; or
(fg) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 2 contracts
Samples: Supplemental Indenture (Canandaigua LTD), Exhibit (Constellation Brands Inc)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and Company, the Guarantors, if any, when authorized by a Certified Resolution, Guarantors and the Trustee, at any time and from time to time, may enter amend or supplement this Indenture, the Notes, the Security Documents and the Intercreditor Agreement by entering into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor Company or any other obligor upon on the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to accordance with Article Ten of the Initial IndentureVIII;
(b) to add to the covenants of the Company, any Guarantor Company or any other obligor upon on the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon on the Company, any Guarantor Company or any other obligor upon on the Notes, as applicable, herein, herein or in the Notes or in any GuaranteeNotes;
(c) to cure any ambiguity, or to cure or correct or supplement any provision herein or in any supplemental indenture or the Notes which may be defective or inconsistent with any other provision herein, herein or in the Notes or in any Guarantee, or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental IndentureIndenture or the Notes; provided that, the Indenturein each case, the Notes or any Guarantee to the extent such change provisions shall not adversely affect the interests interest of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission SEC in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 9.5 or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;; or
(f) to mortgage, pledge, hypothecate or grant a security interest gxxxx x Xxxx in favor of the Trustee Collateral Agent for the benefit of Trustee and the Holders of the Notes as additional security for the payment of principal of and performance of interest on the Notes by the Company or on the Guarantees by the Guarantors under this Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest Lien is required to be granted to the Trustee Collateral Agent, pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1Security Documents.
Appears in 2 contracts
Samples: Indenture (Bally Franchise RSC Inc), Indenture (Bally Franchise RSC Inc)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial IndentureGuarantee;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent such change shall not adversely affect the interests of the Holders in any material respect;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;
(f) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company pursuant to Article Ten of the Initial Indenture;
(h) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(hi) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 2 contracts
Samples: Supplemental Indenture (Constellation Brands, Inc.), Supplemental Indenture (Constellation Brands, Inc.)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and any other obligor under the Guarantors, if any, Securities when authorized by a Certified Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to this Indenture or any Guaranteeseries of the Securities, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Companycure any ambiguity, any Guarantor defect or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial Indentureinconsistency;
(b) to add provide for uncertificated Securities in addition to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guaranteeplace of certificated Securities;
(c) to cure provide for the assumption of the Company’s or any ambiguity, Guarantor’s obligations to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, Holders of Securities of a series in the Notes case of a merger or in any Guarantee, consolidation or to make any change to any other provisions sale of this Supplemental Indenture, the Indenture, the Notes all or any Guarantee to the extent such change shall not adversely affect the interests substantially all of the Holders in any material respectCompany’s or such Guarantor’s assets;
(d) to make any change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under this Indenture of any such Holder;
(e) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;
(f) to mortgageconform the text of this Indenture, pledgeor any Securities or any Guarantee thereof, hypothecate or grant a security interest in favor to any provision of the Trustee for the benefit description of the Holders as security for the payment and performance of the Indenture Obligations, such securities in any property or assets, including any which are required offering memorandum with respect thereto to the extent that such provision in the description of such Securities was intended to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to verbatim recitation of a provision of this Supplemental Indenture, the Initial Indenture Securities or otherwiseany Guarantee thereof as evidenced in an Officers’ Certificate;
(g) to add allow a Guarantor or to release execute a Guarantor supplemental indenture for the purpose of providing a guarantee of any Securities in accordance with the provisions of this Indenture or any indenture supplemental hereto;
(h) to establish the form or terms of Securities of any series as permitted by this Indenture, which is not yet issued;
(i) to supplement any of the Indentureprovisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Section 4.02 or 4.03; provided that any such actions shall not adversely affect the interests of Holders of Securities of such series in any material respect; or
(hj) to evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Securities of any series and to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered necessary to provide for or facilitate the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions administration of this Section 8.1 may be executed Indenture by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1more than one Trustee.
Appears in 2 contracts
Samples: Indenture (Geo MCF Lp, LLC), Indenture (Geo MCF Lp, LLC)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolutionboard resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial IndentureGuarantee;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent Guarantee; provided that, in each case, such change provisions shall not adversely affect the interests of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 8.03 or otherwise;
(e) to add a Guarantor pursuant to the requirements of Section 4.08 or to release a Guarantee pursuant to Section 10.14;
(f) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;
(fg) to provide for certificated Notes; or
(h) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 1 contract
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and Company, the Guarantors, if any, and any other obligor under the Securities when authorized by a Certified Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to this Indenture, the Securities or any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the NotesSecurities, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes Securities and in any Guarantee pursuant to in accordance with Article Ten of the Initial IndentureEight;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes Securities for the benefit of the Holders, Holders or to surrender any right or power herein conferred upon the Company, Company or any Guarantor or any other obligor upon the NotesSecurities, as applicable, herein, in the Notes Securities or in any Guarantee;
(c) to cure any ambiguity, or to cure or correct or supplement any provision herein or in any supplemental indenture, in the Securities or in any Guarantee which may be defective or inconsistent with any other provision herein, in the Notes Securities or in any Guarantee, Guarantee or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental Indenture, the Indenture, the Notes Securities or any Guarantee to the extent Guarantee; provided that, in each case, such change provisions shall not adversely affect the interests interest of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by ;
(e) to add a Guarantor or co-obligor pursuant to the requirements of Section 12.4 of the Initial Indenture 10.13 hereof or otherwise;
(ef) to evidence and provide the acceptance of the appointment of a successor trustee Trustee hereunder;
(fg) to make any change that would provide any additional rights or benefits to the Holders and that does not adversely affect the legal rights under this Indenture of any such Holder;
(h) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including to facilitate the issuance and administration of the Securities; provided, however, that (i) compliance with this Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not adversely affect the rights of Holders to transfer Securities; or
(i) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Company’s and any Guarantor’s Indenture Obligations, in any property property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 1 contract
Samples: Indenture (Spartan Stores Inc)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and Company, the Guarantors, if any, when authorized by a Certified Resolution, Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor Company or any other obligor upon on the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to accordance with Article Ten of the Initial IndentureVIII;
(b) to add to the covenants of the Company, any Guarantor Company or any other obligor upon on the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon on the Company, any Guarantor Company or any other obligor upon on the Notes, as applicable, herein, herein or in the Notes or in any GuaranteeNotes;
(c) to cure any ambiguity, or to cure or correct or supplement any provision herein or in any supplemental indenture or the Notes which may be defective or inconsistent with any other provision herein, herein or in the Notes or in any Guarantee, or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental IndentureIndenture or the Notes; provided that, the Indenturein each case, the Notes or any Guarantee to the extent such change provisions shall not adversely affect the interests interest of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission SEC in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 9.5 or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;; or
(f) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Company’s Indenture Obligations, in any property property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 1 contract
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and Company, the Guarantors, if any, when authorized by a Certified Resolution, Guarantors and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance reasonably satisfactory to the Trustee, for any of the following purposes:: 69
(a) to evidence the succession of another Person to the Company, any Guarantor Company or any other obligor upon the NotesGuarantor, and the assumption by any such successor of the covenants of the Company or such any Guarantor or obligor herein and in the Notes Securities and in any Guarantee pursuant to Article Ten of the Initial IndentureGuarantee;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes Guarantors, for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the NotesGuarantors, as applicable, hereinin this Indenture, in the Notes Securities or in any Guarantee;
(c) to cure any ambiguity, ambiguity or to cure or correct or supplement any provision herein in this Indenture, the Securities or any Guarantee which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of this Supplemental Indenture, the Indenture, the Notes Securities or any Guarantee to the extent such change shall not adversely affect the interests of the Holders in any material respectGuarantee;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 805 or otherwise;
(e) to add a Guarantor of the Indenture Obligations;
(f) to evidence and provide the acceptance of the appointment of a successor trustee Trustee hereunder;
(fg) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security additional security, pursuant to the requirements of Section 911 or otherwise, for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged pledge or hypothecated, or in which a security interest is required to be granted granted, to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; orand
(h) to add clarify or make any other provisions with respect to matters or change questions arising under this Indenture, the Securities or any Guarantee; PROVIDED that, in each case, such clarification or provision thus made shall not adversely affect the interests of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1Holders.
Appears in 1 contract
Samples: Indenture (Playtex Products Inc)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any HoldersHolders of the Securities of any Series, the Company and the GuarantorsPublishing, if any, when authorized by a Certified Resolution, each Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guaranteehereto, in form and substance reasonably satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor Publishing or any other obligor upon the NotesGuarantor, and the assumption by any such successor of the covenants of the Company Publishing or such Guarantor or obligor Guarantor, as the case may be, herein and in the Notes and in Securities of any Guarantee pursuant to Article Ten of the Initial IndentureSeries;
(b) to add to the covenants of Publishing or the Company, any Guarantor or any other obligor upon the Notes Guarantors for the benefit of the HoldersHolders of the Securities of any or all Series (and if such covenants or the 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 Publishing or the Company, Guarantors in this Indenture or the Securities of any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any GuaranteeSeries;
(c) to cure any ambiguity, ambiguity or to cure or correct or supplement any provision herein in this Indenture or the 101 101 Securities of any Series which may be defective or inconsistent with any other provision herein, in this Indenture or the Notes or in any Guarantee, or to make any change to any other provisions of this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent such change shall not adversely affect the interests of the Holders in any material respectSecurities;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 9.05 or otherwise;
(e) to add a Guarantee of the Indenture Obligations;
(f) to evidence and provide the acceptance of the appointment of a successor trustee Trustee hereunder;
(fg) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security additional security, pursuant to the requirements of Section 10.12 or otherwise, for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted granted, to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to clarify or make any other provisions with respect to matters or questions arising under this Indenture or the Securities; provided that, in each case, such clarification or provision thus made shall not adversely affect the interests of the Holders; and
(i) to establish any form of Security, as provided in Article Two, and to provide for the issuance of any Series of Securities as provided in Article Three and to set forth the terms thereof, and/or to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent rights of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution Securities of any amendment or supplemental indenture has been effected in compliance with this Section 8.1Series.
Appears in 1 contract
Samples: Senior Indenture (Hollinger International Publishing Inc)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and Company, the Guarantors, if any, and any other obligor under the Securities when authorized by a Certified Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to this Indenture, the Securities or any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the NotesSecurities, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes Securities and in any Guarantee pursuant to in accordance with Article Ten of the Initial IndentureEight;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes Securities for the benefit of the Holders, Holders or to surrender any right or power herein conferred upon the Company, Company or any Guarantor or any other obligor upon the NotesSecurities, as applicable, herein, in the Notes Securities or in any Guarantee;
(c) to cure any ambiguity, or to cure or correct or supplement any provision herein or in any supplemental indenture, in the Securities or in any Guarantee which may be defective or inconsistent with any other provision herein, in the Notes Securities or in any Guarantee, Guarantee or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental Indenture, the Indenture, the Notes Securities or any Guarantee to the extent Guarantee; provided that, in each case, such change provisions shall not adversely affect the interests interest of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;
(f) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 1 contract
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company Issuer and the Guarantors, if any, Partnership when authorized by a Certified Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Collateral, the Senior Guarantee, the TCHI Note Guarantee Mortgage, or the Senior Partnership Upstream Note Mortgage, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor Issuer or any other obligor upon the Notes, Partnership and the assumption by any such successor of the covenants of the Company Issuer or such Guarantor or obligor the Partnership herein and in the Notes Senior Notes, in the Senior Guarantee, the TCHI Note Guarantee Mortgage, and in any Guarantee pursuant to Article Ten of the Initial IndentureSenior Partnership Upstream Note Mortgage;
(b) to add to the covenants of the Company, any Guarantor Issuer or any other obligor upon the Notes Partnership for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor Issuer or any other obligor upon the NotesPartnership, as applicable, herein, herein or in the Notes Senior Partnership Upstream Note Mortgage or in any the Senior Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes TCHI Note Mortgage Documents or in any the Senior Guarantee, or to make any change to clarify any other provisions of with respect to matters or questions arising under this Supplemental Indenture, the IndentureTCHI Note Mortgage Documents or the Senior Guarantee; provided that, the Notes or any Guarantee to the extent in each case, such change provisions shall not adversely affect the interests of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission SEC in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 9.5 or otherwise;
(e) to add a guarantor of the Indenture Obligations;
(f) to evidence and provide the acceptance of the appointment of a successor trustee Trustee hereunder;
(fg) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or the Senior Partnership Upstream Note Mortgage or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add enter into the agreements described in Section 6.2(j) hereof. The terms of any document entered into pursuant to or change any this Section shall be subject to prior approval, if required, of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; CCC and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1NJDGE.
Appears in 1 contract
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and any other obligor upon the Guarantors, if anySecurities, when authorized by a Certified Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guaranteehereto, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor Company or any other obligor upon the NotesSecurities, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and Securities in any Guarantee pursuant to accordance with Article Ten of the Initial IndentureEight;
(b) to add to the covenants of the Company, any Guarantor Company or any other obligor upon the Notes Securities for the benefit of the Holders, Holders or to surrender any right or power herein conferred upon the Company, any Guarantor Company or any other obligor upon the NotesSecurities, as applicable, herein, herein or in the Notes or in any GuaranteeSecurities;
(c) to cure any ambiguity, ambiguity or to cure or correct or supplement any provision herein or in the Securities which may be defective or inconsistent with any other provision herein, herein or in the Notes or in any Guarantee, Securities or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental IndentureIndenture or the Securities; provided that, the Indenturein each case, the Notes or any Guarantee to the extent such change provisions shall not adversely affect the interests of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission SEC in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 9.5 or otherwise;
(e) to add a Guarantor pursuant to the requirements of Section 10.13 or 10.15;
(f) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;; or
(fg) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 1 contract
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Resolutionboard resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the Notes, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and in any Guarantee pursuant to Article Ten of the Initial IndentureGuarantee;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes or in any Guarantee, or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent Guarantee; provided that, in each case, such change provisions shall not adversely affect the interests of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to add a Guarantor pursuant to the requirements of Section 3.9;
(f) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;; or
(fg) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 1 contract
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and Company, the Guarantors, if any, and any other obligor under the Securities when authorized by a Certified Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to this Indenture, the Securities or any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the NotesSecurities, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes Securities and in any Guarantee pursuant to in accordance with Article Ten of the Initial IndentureEight;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes Securities for the benefit of the Holders, Holders or to surrender any right or power herein conferred upon the Company, Company or any Guarantor or any other obligor upon the NotesSecurities, as applicable, herein, in the Notes Securities or in any Guarantee;
(c) to cure any ambiguity, or to cure or correct or supplement any provision herein or in any supplemental indenture, in the Securities or in any Guarantee which may be defective or inconsistent with any other provision herein, in the Notes Securities or in any Guarantee, Guarantee or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental Indenture, the Indenture, the Notes Securities or any Guarantee to the extent Guarantee; provided that, in each case, such change provisions shall not adversely affect the interests interest of the Holders (in any material respect;
(d) relation to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;
(f) to mortgage, pledge, hypothecate or grant a security interest in favor of which the Trustee for the benefit of the Holders as security for the payment and performance of the Indenture Obligationsmay require an Officers’ Certificate, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.other confirmation or documentation, pursuant to its rights hereunder) ;
Appears in 1 contract
Samples: Indenture (Blyth Inc)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any HoldersHolders of the Securities of any Series, the Company and the GuarantorsPublishing, if any, when authorized by a Certified Resolution, each Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guaranteehereto, in form and substance reasonably satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor Publishing or any other obligor upon the NotesGuarantor, and the assumption by any such successor of the covenants of the Company Publishing or such Guarantor or obligor Guarantor, as the case may be, herein and in the Notes and in Securities of any Guarantee pursuant to Article Ten of the Initial IndentureSeries;
(b) to add to the covenants of Publishing or the Company, any Guarantor or any other obligor upon the Notes Guarantors for the benefit of the HoldersHolders of the Securities of any or all Series (and if such covenants or the 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 Publishing or the Company, Guarantors in this Indenture or the Securities of any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any GuaranteeSeries;
(c) to cure any ambiguity, ambiguity or to cure or correct or supplement any provision herein in this Indenture or the 103 103 Securities of any Series which may be defective or inconsistent with any other provision herein, in this Indenture or the Notes or in any Guarantee, or to make any change to any other provisions of this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent such change shall not adversely affect the interests of the Holders in any material respectSecurities;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 9.05 or otherwise;
(e) to add a Guarantee of the Indenture Obligations;
(f) to evidence and provide the acceptance of the appointment of a successor trustee Trustee hereunder;
(fg) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security additional security, pursuant to the requirements of Section 10.13 or otherwise, for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted granted, to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to clarify or make any other provisions with respect to matters or questions arising under this Indenture or the Securities; provided that, in each case, such clarification or provision thus made shall not adversely affect the interests of the Holders; and
(i) to establish any form of Security, as provided in Article Two, and to provide for the issuance of any Series of Securities as provided in Article Three and to set forth the terms thereof, and/or to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent rights of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution Securities of any amendment or supplemental indenture has been effected in compliance with this Section 8.1Series.
Appears in 1 contract
Samples: Senior Subordinated Indenture (Hollinger International Publishing Inc)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and any other obligor upon the Guarantors, if any, Securities when authorized by a Certified Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guaranteehereto, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor Company or any other obligor upon the NotesSecurities, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes and Securities in any Guarantee pursuant to accordance with Article Ten of the Initial IndentureEight;
(b) to add to the covenants of the Company, any Guarantor Company or any other obligor upon the Notes Securities for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor Company or any other obligor upon the NotesSecurities, as applicable, herein, herein or in the Notes or in any GuaranteeSecurities;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, herein or in the Notes or in any Guarantee, Securities or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental IndentureIndenture or the Securities; PROVIDED that, the Indenturein each case, the Notes or any Guarantee to the extent such change provisions shall not adversely affect the interests of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 905 or otherwise;
(e) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;; or
(f) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1.
Appears in 1 contract
Samples: Indenture (Loehmanns Holdings Inc)
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company and the Guarantors, if any, when authorized by a Certified Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guarantee, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor or any other obligor upon the NotesSecurities, and the assumption by any such successor of the covenants of the Company or such Guarantor or obligor herein and in the Notes Securities and in any Guarantee pursuant to Article Ten Guarantee, in each case in compliance with the provisions of the Initial this Indenture;
(b) to add to the covenants of the Company, any Guarantor or any other obligor upon the Notes Securities for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor or any other obligor upon the NotesSecurities, as applicable, herein, in the Notes Securities or in any Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes herein or in any Guarantee, or to make any change to any other provisions of with respect to matters or questions arising under this Supplemental Indenture, the Indenture, the Notes Securities or any Guarantee to the extent Guarantee; provided that, in each case, such change provisions shall not adversely affect the interests of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 9.05 or otherwise;
(e) to add a Guarantor pursuant to the requirements of Section 10.14;
(f) to evidence and provide the acceptance of the appointment of a successor trustee hereunder;
(fg) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add provide for uncertificated Securities in place of or in addition to certificated Securities; or
(i) to provide for or change any confirm the issuance of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1Additional Securities.
Appears in 1 contract
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any Holders, the Company Issuer and the Guarantors, if any, Partnership when authorized by a Certified Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Collateral, the Senior Guarantee, the Senior Guarantee Mortgage, or the Senior Note Mortgage, in form and substance satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor Issuer or any other obligor upon the Notes, Partnership and the assumption by any such successor of the covenants of the Company Issuer or such Guarantor or obligor the Partnership herein and in the Notes Senior Notes, in the Senior Guarantee, the Senior Guarantee Mortgage, and in any Guarantee pursuant to Article Ten of the Initial IndentureSenior Note Mortgage;
(b) to add to the covenants of the Company, any Guarantor Issuer or any other obligor upon the Notes Partnership for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company, any Guarantor Issuer or any other obligor upon the NotesPartnership, as applicable, herein, herein or in the Notes Senior Note Mortgage or in any the Senior Guarantee;
(c) to cure any ambiguity, to cure or correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, in the Notes Senior Note Mortgage Documents or in any the Senior Guarantee, or to make any change to clarify any other provisions of with respect to matters or questions arising under this Supplemental Indenture, the IndentureSenior Note Mortgage Documents or the Senior Guarantee; provided that, the Notes or any Guarantee to the extent in each case, such change provisions shall not adversely affect the interests of the Holders in any material respectHolders;
(d) to comply with the requirements of the Commission SEC in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 9.5 or otherwise;
(e) to add a guarantor of the Indenture Obligations;
(f) to evidence and provide the acceptance of the appointment of a successor trustee Trustee hereunder;
(fg) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as additional security for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or the Senior Note Mortgage or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to add enter into the agreements described in Section 6.2(j) hereof. The terms of any document entered into pursuant to or change any this Section shall be subject to prior approval, if required, of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; CCC and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution of any amendment or supplemental indenture has been effected in compliance with this Section 8.1NJDGE.
Appears in 1 contract
Supplemental Indentures and Agreements without Consent of Holders. Without the consent of any HoldersHolders of the Securities of any Series, the Company and the GuarantorsPublishing, if any, when authorized by a Certified Resolution, each Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto or agreements or other instruments with respect to any Guaranteehereto, in form and substance reasonably satisfactory to the Trustee, for any of the following purposes:
(a) to evidence the succession of another Person to the Company, any Guarantor Publishing or any other obligor upon the NotesGuarantor, and the assumption by any such successor of the covenants of the Company Publishing or such Guarantor or obligor Guarantor, as the case may be, herein and in the Notes and in Securities of any Guarantee pursuant to Article Ten of the Initial IndentureSeries;
(b) to add to the covenants of Publishing or the Company, any Guarantor or any other obligor upon the Notes Guarantors for the benefit of the HoldersHolders of the Securities of any or all Series (and if such covenants or the 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 105 - 95 - 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 Publishing or the Company, Guarantors in this Indenture or the Securities of any Guarantor or any other obligor upon the Notes, as applicable, herein, in the Notes or in any GuaranteeSeries;
(c) to cure any ambiguity, ambiguity or to cure or correct or supplement any provision herein in this Indenture or the Securities of any Series which may be defective or inconsistent with any other provision herein, in this Indenture or the Notes or in any Guarantee, or to make any change to any other provisions of this Supplemental Indenture, the Indenture, the Notes or any Guarantee to the extent such change shall not adversely affect the interests of the Holders in any material respectSecurities;
(d) to comply with the requirements of the Commission in order to effect or maintain the qualification of this Supplemental Indenture and the Initial Indenture under the Trust Indenture Act, as contemplated by Section 12.4 of the Initial Indenture 9.05 or otherwise;
(e) to add a Guarantee of the Indenture Obligations;
(f) to evidence and provide the acceptance of the appointment of a successor trustee Trustee hereunder;
(fg) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the Holders as security additional security, pursuant to the requirements of Section 10.13 or otherwise, for the payment and performance of the Indenture Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted granted, to the Trustee pursuant to this Supplemental Indenture, the Initial Indenture or otherwise;
(g) to add a Guarantor or to release a Guarantor in accordance with the terms of the Indenture; or
(h) to clarify or make any other provisions with respect to matters or questions arising under this Indenture or the Securities; provided that, in each case, such clarification or provision thus made shall not adversely affect the interests of the Holders; and
(i) to establish any form of Security, as provided in Article Two, and to provide for the issuance of any Series of Securities as provided in Article Three and to set forth the terms thereof, and/or to add to or change any of the provisions of this Indenture as contemplated in Section 11.7(b) of the Initial Indenture; and the Company hereby covenants that it will fully perform all the requirements of any such supplemental indenture which may be in effect from time to time. Nothing in this Section 8.1 shall affect or limit the right or obligation of the Company to execute and deliver to the Trustee any instrument of further assurance or other instrument which elsewhere in the Indenture it is provided shall be delivered to the Trustee. The Trustee shall join with the Company in the execution of any such supplemental indenture, make any further appropriate agreements and stipulations which may be therein contained and accept the conveyance, transfer, assignment, mortgage or pledge of any Property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 8.1 may be executed by the Company, the Guarantors and the Trustee without the consent rights of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 8.2. The Trustee may rely on an Opinion of Counsel as conclusive evidence that the execution Securities of any amendment or supplemental indenture has been effected in compliance with this Section 8.1Series.
Appears in 1 contract