Common use of Supplemental Indentures Without Consent Clause in Contracts

Supplemental Indentures Without Consent. of ------------------------------------------ Securityholders. --------------- Without the consent of the Holders of any Securities, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (2) to add to the covenants of the Company, for the benefit of the Holders of the Securities, or to surrender any right or power herein conferred upon the Company; or (3) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect the -------- interest of any of the Holders of the Securities; or (4) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, or under any similar Federal statute hereafter enacted; or (5) to provide for the issuance under this Indenture of Securities in the form only of an entry or entries in the Security Register and without delivery thereof in any form (including all appropriate notification and publication and other provisions), and to provide for exchangeability of such Securities; or (6) to evidence and provide for the acceptance, of appointment hereunder by a successor Trustee.

Supplemental Indentures Without Consent. of ------------------------------------------ Securityholders. --------------- Noteholders ------------------------------------------------------ (a) Without the consent of the Holders of any SecuritiesNotes, the Company, when authorized by a Board Resolution, the Servicer and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures supplemental heretoprovided -------- 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: (1) to evidence correct or amplify the succession description of another Person any property at any time subject to the Companylien of this Indenture, or better to assure, convey and confirm unto the assumption by Trustee any such successor property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the covenants lien of the Company herein and in the Securitiesthis 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 Notes, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; or (3) to add to the covenants of the Company, for the benefit of the Holders of the SecuritiesNotes, or to surrender any right or power herein conferred upon the Company; or (34) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; or (5) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture Indenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect the -------- interest of any of the Holders of the Securities; or (4) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, or under any similar Federal statute hereafter enacted; or (5) to provide for the issuance under this Indenture of Securities in the form only of an entry or entries in the Security Register and without delivery thereof in any form (including all appropriate notification and publication and other provisions), and to provide for exchangeability of such Securities; or (6) to evidence the succession of the Trustee pursuant to Article 7. (b) Promptly after the execution by the Company and provide for the acceptanceTrustee of any supplemental indenture pursuant to this Section, the Company shall deliver to DCR and each Noteholder by overnight mail, a notice setting forth in general terms the substance of appointment hereunder by such supplemental indenture together with a successor Trusteecopy of such supplemental indenture. Any failure of the Company to mail such notice and copy, 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----------------------------------------------- Noteholders or Preferred Unitholders. --------------- Without the consent of the Holders of any Securities------------------------------------ Notes or the Preferred Unitholders, the CompanyIssuer, when authorized by a Board ResolutionResolutions, and the Trustee, at any time and from time to timetime subject to the requirement provided below in this Section 8.01 with respect to the ratings of the Notes and subject to Section 8.03, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: (1) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or (2a) to add to the covenants of the Company, Issuer or the Trustee for the benefit of the Holders of all of the Securities, Notes or to surrender any right or power herein conferred upon the Company; orIssuer; (3b) to cure convey, transfer, assign, mortgage or pledge any ambiguity, property to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not adversely affect the -------- interest of any of the Holders of the Securities; orTrustee; (4) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, or under any similar Federal statute hereafter enacted; or (5) to provide for the issuance under this Indenture of Securities in the form only of an entry or entries in the Security Register and without delivery thereof in any form (including all appropriate notification and publication and other provisions), and to provide for exchangeability of such Securities; or (6c) to evidence and provide for the acceptance, acceptance of appointment hereunder by a successor Trustee, Calculation Agent, Custodian, Note Registrar, Paying Agent and/or any other Person, and the compensation thereof, and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Sections 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 correct any inconsistency, defect or ambiguity in this Indenture; or (g) to accommodate the issuance of any Class of Notes in book-entry form through the facilities of DTC or otherwise. The Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties, liabilities or indemnities under this Indenture or otherwise, except to the extent required by law. The Trustee shall not enter into any such supplemental indenture 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 Trustee and a copy of 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 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 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 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 Issuer, shall mail to the Holders of the Notes, the Preferred Unitholders and each Rating Agency a copy thereof. Any failure of the 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. --------------- Noteholders. (a) Without the consent of the Holders of any SecuritiesNotes but with prior notice to the Rating Agencies, the CompanyIssuer and the Indenture Trustee, when authorized by a Board Resolution, and the Trusteean Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental heretohereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (1i) 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 Person person to the CompanyIssuer, and the assumption by any such successor of the covenants of the Company Issuer herein and in the Securities; orNotes contained; (2iii) to add to the covenants of the CompanyIssuer, for the benefit of the Holders of the SecuritiesNotes, or to surrender any right or power herein conferred upon the Company; orIssuer; (3iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein which or in any supplemental indenture that may be inconsistent with any other provision herein, herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indentureor in any supplemental indenture; provided, provided that such action shall not adversely affect the -------- interest of any interests of the Holders of the SecuritiesNotes; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or (4vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA, TIA or under any similar Federal federal statute hereafter enacted; orenacted and to add to this Indenture such other provisions as may be expressly required by the TIA. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (5b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior notice to provide the Rating Agencies, enter into an indenture or indentures supplemental hereto for the issuance purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner, the rights of the Holders of the Notes under this Indenture Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Securities in the form only of an entry or entries in the Security Register and without delivery thereof Counsel, adversely affect in any form (including all appropriate notification and publication and other provisions), and to provide for exchangeability material respect the interests of such Securities; or (6) to evidence and provide for the acceptance, of appointment hereunder by a successor Trusteeany Noteholder.

Supplemental Indentures Without Consent. of ------------------------------------------ Securityholders. --------------- Without the consent of the Holders of any Securities, the The Company, when authorized by a Board Resolution, and the Trustee, Trustee may from time to time and at any time and from time to 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: (1a) to evidence the succession of another Person corporation to the Company, or successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company herein and in the Securities; orCompany, pursuant to Article X hereof; (2b) to add to the covenants of the CompanyCompany 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 Holders 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 Securitiesseveral 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 surrender any right or power herein conferred the Trustee upon the Company; orsuch default; (3c) to cure any ambiguity, 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 hereincontained herein or in any supplemental indenture, or to make any such other provisions with respect in regard 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 -------- interest interests of the holders of the Debt Securities of any of the Holders of the Securities; orseries; (4d) to modifyadd to, eliminate delete from, or add revise the terms of Debt Securities of any series, including, without limitation, any terms relating to the provisions issuance, exchange, registration or transfer of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIADebt Securities, or under any similar Federal statute hereafter enacted; or (5) including to provide for transfer procedures and restrictions substantially similar to those applicable to the issuance 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 Indenture proviso, that transfer restrictions on Debt Securities of a series substantially similar to those that were applicable to Capital Securities in of the form only related series shall not be deemed to adversely affect the holders of an entry or entries in the Security Register and without delivery thereof in any form (including all appropriate notification and publication and other provisionsDebt Securities), and to provide for exchangeability of such Securities; or; (6e) 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.