Common use of Supplemental Indentures Without Consent Clause in Contracts

Supplemental Indentures Without Consent. of ------------------------------------------ Securityholders. --------------- The Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the following purposes: (a) 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 X hereof; (b) to add to the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities stating that such covenants are expressly being included for the benefit of such series) and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of -------- ------- any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the holders of the Debt Securities of any series; (d) to add to, delete from, or revise the terms of Debt Securities of any series, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities relating to such series as required by Section 2.07 (for purposes of assuring that no registration of Debt Securities of a series subject to transfer restrictions is required under the Securities Act of 1933, as amended); provided that any such action shall not adversely affect the interests of the holders of the Debt Securities of any series then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debt Securities of a series substantially similar to those that were applicable to Capital Securities of the related series shall not be deemed to adversely affect the holders of the Debt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debt Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Debt Securities, or to add to the rights of the holders of any series of Debt Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent. of ------------------------------------------ Securityholders. --------------- The Without the consent of the Holders of any Securities, the Company, when authorized by a Board Resolution, and the Trustee may Trustee, at any time and from time to time and at any time time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more indentures supplemental hereto, for any of the following purposes: (a1) to evidence the succession of another corporation Person to the Company, or successive successions, and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company, pursuant to Article X hereof;Company herein and in the Securities; or (b2) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions for the protection of the holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series the Holders of Debt Securities stating that such covenants are expressly being included for the benefit of such series) and to make the occurrenceSecurities, or to surrender any right or power herein conferred upon the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthCompany; provided, however, that in respect of -------- ------- any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;or (c3) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indentureherein, or to make such any other provisions in regard with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture; , provided that any such action shall not adversely affect the interests -------- interest of any of the holders Holders of the Debt Securities of any series;Securities; or (d4) to modify, eliminate or add to, delete fromto the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, or revise the terms of Debt Securities of under any series, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debt Securities, including similar Federal statute hereafter enacted; or (5) to provide for transfer procedures the issuance under this Indenture of Securities in the form only of an entry or entries in the Security Register and restrictions substantially similar without delivery thereof in any form (including all appropriate notification and publication and other provisions), and to those applicable to the Capital Securities relating to provide for exchangeability of such series as required by Section 2.07 (for purposes of assuring that no registration of Debt Securities of a series subject to transfer restrictions is required under the Securities Act of 1933, as amended)Securities; provided that any such action shall not adversely affect the interests of the holders of the Debt Securities of any series then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debt Securities of a series substantially similar to those that were applicable to Capital Securities of the related series shall not be deemed to adversely affect the holders of the Debt Securities);or (e6) to evidence and provide for the acceptance acceptance, of appointment hereunder by a successor Trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respect; or (g) to provide for the issuance of and establish the form and terms and conditions of the Debt Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Debt Securities, or to add to the rights of the holders of any series of Debt Securities. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without the consent of the holders of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02.

Supplemental Indentures Without Consent. of ------------------------------------------ Securityholders. --------------- The Noteholders ------------------------------------------------------ (a) Without the consent of the Holders of any Notes, the Company, when authorized by a Board Resolution, the Servicer and the Trustee may Trustee, at any time and from time to time and at any time time, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more supplemental indentures provided -------- that such action shall not result in a reduction or withdrawal of the then current rating on any class of Notes as confirmed by DCR in writing, in form satisfactory to the Trustee, for any of the following purposes; provided, -------- further, that no such supplemental indenture shall have any of the effects ------- described in clauses (1) through (6) of the proviso to Section 9.2 hereof or adversely affect the interest of the Holders of any Notes: (a1) to evidence correct or amplify the succession description of another corporation any property at any time subject to the Companylien of this Indenture, or successive successionsbetter to assure, convey and confirm unto the assumption by Trustee any property subject or required to be subjected to the successor corporation lien of this Indenture, or to subject additional property to the lien of this Indenture; or (2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of issue, authentication and delivery of the covenantsNotes, agreements as herein set forth, additional conditions, limitations and obligations of the Company, pursuant restrictions thereafter to Article X hereof;be observed; or (b3) to add to the covenants of the Company such further covenantsCompany, restrictions or conditions for the protection of the holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series the Holders of Debt Securities stating that such covenants are expressly being included for the benefit of such series) and to make the occurrenceNotes, or to surrender any right or power herein conferred upon the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forthCompany; provided, however, that in respect of -------- ------- any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default;or (c4) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or (5) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard with respect to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the holders of the Debt Securities of any series; (d) to add to, delete from, or revise the terms of Debt Securities of any series, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities relating to such series as required by Section 2.07 (for purposes of assuring that no registration of Debt Securities of a series subject to transfer restrictions is required under the Securities Act of 1933, as amended); provided that any such action shall not adversely affect the interests of the holders of the Debt Securities of any series then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debt Securities of a series substantially similar to those that were applicable to Capital Securities of the related series which shall not be deemed to adversely affect the holders of the Debt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee inconsistent with respect to the Debt Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respectIndenture; or (g6) to provide for evidence the issuance of and establish the form and terms and conditions succession of the Debt Securities of any series, to establish the form of any certifications required to be furnished Trustee pursuant to the terms of this Indenture or any series of Debt Securities, or to add to the rights of the holders of any series of Debt Securities. The Trustee is hereby authorized to join with the Company in Article 7. (b) Promptly after the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee without of any supplemental indenture pursuant to this Section, the consent Company shall deliver to DCR and each Noteholder by overnight mail, a notice setting forth in general terms the substance of such supplemental indenture together with a copy of such supplemental indenture. Any failure of the holders Company to mail such notice and copy, or any defect therein, shall not, however, in any way impair or affect the validity of any of the Debt Securities at the time outstanding, notwithstanding any of the provisions of Section 9.02such supplemental indenture.

Supplemental Indentures Without Consent. of ------------------------------------------ Securityholders----------------------------------------------- Noteholders or Preferred Unitholders. --------------- The CompanyWithout the consent of the Holders of any ------------------------------------ Notes or the Preferred Unitholders, the Issuer, when authorized by a Board ResolutionResolutions, and the Trustee may Trustee, at any time and from time to time subject to the requirement provided below in this Section 8.01 with respect to the ratings of the Notes and at any time subject to Section 8.03, may enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (a) to evidence the succession of another corporation add to the Company, or successive successions, and the assumption by the successor corporation covenants of the covenants, agreements and obligations Issuer or the Trustee for the benefit of the Company, pursuant Holders of all of the Notes or to Article X hereofsurrender any right or power herein conferred upon the Issuer; (b) to add convey, transfer, assign, mortgage or pledge any property to or with the covenants of the Company such further covenants, restrictions or conditions for the protection of the holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities stating that such covenants are expressly being included for the benefit of such series) and to make the occurrence, or the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of -------- ------- any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultTrustee; (c) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture; provided that any such action shall not adversely affect the interests of the holders of the Debt Securities of any series; (d) to add to, delete from, or revise the terms of Debt Securities of any series, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities relating to such series as required by Section 2.07 (for purposes of assuring that no registration of Debt Securities of a series subject to transfer restrictions is required under the Securities Act of 1933, as amended); provided that any such action shall not adversely affect the interests of the holders of the Debt Securities of any series then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debt Securities of a series substantially similar to those that were applicable to Capital Securities of the related series shall not be deemed to adversely affect the holders of the Debt Securities); (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to Trustee, Calculation Agent, Custodian, Note Registrar, Paying Agent and/or any other Person, and the Debt Securities of one or more series compensation thereof, and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11Sections 6.10, 6.12 and 6.13; (d) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or to better assure, convey and confirm unto the Trustee any property subject or required to be subjected to the lien of this Indenture (including any and all actions necessary or desirable as a result of changes in law or regulations) or to subject to the lien of this Indenture any additional property; (e) to modify the restrictions on and procedures for resale and other transfer of the Notes in accordance with any change in any applicable law or regulation (or the interpretation thereof) or to enable the Issuer to rely upon any less restrictive exemption from registration under the Securities Act or the Investment Company Act or to remove restrictions on resale and transfer to the extent not required thereunder; (f) to make correct any change (other than as elsewhere provided inconsistency, defect or ambiguity in this paragraph) that does not adversely affect the rights of any Securityholder in any material respectIndenture; or (g) to provide for accommodate the issuance of and establish any Class of Notes in book-entry form through the form and terms and conditions facilities of the Debt Securities of any series, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture DTC or any series of Debt Securities, or to add to the rights of the holders of any series of Debt Securitiesotherwise. The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereundercontained, but the Trustee shall not be obligated to, but may in its discretion, to enter into any such supplemental indenture which affects the Trustee's own rights, duties duties, liabilities or immunities indemnities under this Indenture or otherwise, except to the extent required by law. Any The Trustee shall not enter into any such supplemental indenture authorized if, as a result of such supplemental indenture, the interests of any Holder of Notes or any Preferred Unitholder would be materially and adversely affected thereby. Unless notified by a Majority of any Class of Notes that such Class will be materially and adversely affected, the Trustee shall be entitled to rely upon an Opinion of Counsel as to whether the interests of any Holder of Notes would be materially and adversely affected by any such supplemental indenture (after giving notice of such change to the Holders). At the cost of the Issuer, the Trustee shall provide to the Noteholders, and the Preferred Unitholders a copy of any proposed supplemental indenture at least ten (10) days prior to the execution thereof by the provisions Trustee and a copy of this Section 9.01 may be the executed supplemental indenture after its execution. At the cost of the Issuer, the Trustee shall provide to each Rating Agency a copy of any proposed supplemental indenture at least ten (10) days prior to the execution thereof by the Company Trustee, and, for so long as any Notes are Outstanding, request a Rating Confirmation from each Rating Agency and, as soon as practicable after the execution by the Trustee and the Issuer of any such supplemental Indenture, provide to each Rating Agency a copy of the executed supplemental Indenture. The Trustee without shall not enter into any such supplemental Indenture if, as a result of such supplemental Indenture, the then-current rating, if any, of any Outstanding Class of Notes would be reduced or withdrawn by any Rating Agency, as evidenced by a written instrument or instruments signed by each Rating Agency; provided, that the Trustee may, with the consent of the holders Holders of 100% of the Aggregate Outstanding Amount of Notes of each Class, enter into any such supplemental Indenture notwithstanding any such reduction or withdrawal of the ratings of any Outstanding Class of Notes. Promptly after the execution by the Issuer and the Trustee of any supplemental Indenture pursuant to this Section 8.01, the Trustee, at the expense of the Debt Securities at Issuer, shall mail to the time outstanding, notwithstanding any Holders of the provisions Notes, the Preferred Unitholders and each Rating Agency a copy thereof. Any failure of Section 9.02the Trustee to publish or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental Indenture.

Supplemental Indentures Without Consent. of ------------------------------------------ Securityholders. --------------- The CompanyNoteholders. (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by a Board Resolutionan Issuer Order, at any time and the Trustee may from time to time and at any time time, may enter into an indenture one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effectforce at the date of the execution thereof), without in form satisfactory to the consent of the SecurityholdersIndenture Trustee, for one or more any of the following purposes: (ai) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional Property; (ii) to evidence the succession succession, in compliance with the applicable provisions hereof, of another corporation person to the Company, or successive successionsIssuer, and the assumption by the any such successor corporation of the covenants, agreements and obligations covenants of the Company, pursuant to Article X hereofIssuer herein and in the Notes contained; (biii) to add to the covenants of the Company such further covenantsIssuer, restrictions or conditions for the protection of the holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series the Holders of Debt Securities stating that such covenants are expressly being included for the benefit of such series) and to make the occurrenceNotes, or to surrender any right or power herein conferred upon the occurrence and continuance, of a default in any of such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of -------- ------- any such additional covenant, restriction or condition such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such defaultIssuer; (civ) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity or ambiguity, to correct or supplement any provision contained herein or in any supplemental indenture which that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, indenture or to make such any other provisions in regard with respect to matters or questions arising under this IndentureIndenture or in any supplemental indenture; provided provided, that any such action shall not adversely affect the interests of the holders Holders of the Debt Securities of any seriesNotes; (d) to add to, delete from, or revise the terms of Debt Securities of any series, including, without limitation, any terms relating to the issuance, exchange, registration or transfer of Debt Securities, including to provide for transfer procedures and restrictions substantially similar to those applicable to the Capital Securities relating to such series as required by Section 2.07 (for purposes of assuring that no registration of Debt Securities of a series subject to transfer restrictions is required under the Securities Act of 1933, as amended); provided that any such action shall not adversely affect the interests of the holders of the Debt Securities of any series then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on Debt Securities of a series substantially similar to those that were applicable to Capital Securities of the related series shall not be deemed to adversely affect the holders of the Debt Securities); (evi) to evidence and provide for the acceptance of the appointment hereunder by a successor Trustee trustee with respect to the Debt Securities of one or more series Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trusteetrustee, pursuant to the requirements of Section 6.11; (f) to make any change (other than as elsewhere provided in this paragraph) that does not adversely affect the rights of any Securityholder in any material respectArticle VI; or (gvii) to provide for the issuance of and establish the form and terms and conditions of the Debt Securities of any seriesmodify, to establish the form of any certifications required to be furnished pursuant eliminate or add to the terms provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any series of Debt Securities, or similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the rights of the holders of any series of Debt SecuritiesTIA. The Indenture Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, indenture and to make any further appropriate agreements and stipulations which that may be therein contained contained. (b) The Issuer and to accept the conveyanceIndenture Trustee, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture when authorized by the provisions of this Section 9.01 may be executed by the Company and the Trustee an Issuer Order, may, also without the consent of the holders of any of the Debt Securities at Holders of the time outstandingNotes but with prior notice to the Rating Agencies, notwithstanding enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of Section 9.02modifying in any manner, the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.