Common use of Supplemental Perpetual Subordinated Indentures Without Consent of Securityholders Clause in Contracts

Supplemental Perpetual Subordinated Indentures Without Consent of Securityholders. The Issuer, when duly authorized, and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the Issuer, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer pursuant to Article 8; (c) to add to the covenants of the Issuer such further covenants, restrictions, conditions or provisions as shall be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a breach of any such additional covenants, restrictions, conditions or provisions a breach permitting the enforcement of all or any of the several remedies provided in this Perpetual Subordinated Indenture as herein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such supplemental indenture may provide for a particular period of grace after breach (which period may be shorter or longer than that allowed in the case of other breaches) or may limit the remedies available to the Trustee upon such a breach or may limit the right of the Holders of a majority in Current Principal Amount of the Securities of such series to waive such a breach; provided further, that no such supplemental indenture may provide for any right of acceleration due to any breach; (d) 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 Perpetual Subordinated Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (e) to establish the terms or form of Securities of any series as permitted by Sections 2.01 and 2.03; and (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Perpetual Subordinated 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 5.11; and (g) to remove, amend or modify the going concern, non-viability or bankruptcy write-down provisions or the cancellation of interest payment provisions with respect to any Outstanding Securities, provided that such removal, amendment or modification does not adversely affect the interests of the Holders of the relevant series of Securities in any material respect or the treatment of the relevant series of Securities as the Issuer’s Additional Tier 1 Capital. The Trustee is hereby authorized to join with the Issuer 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Perpetual Subordinated Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 7.01 may be executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.02.

Supplemental Perpetual Subordinated Indentures Without Consent of Securityholders. The IssuerCompany, when duly authorizedauthorized by a Board Resolution (which Board Resolution may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Company authorized thereby), and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the IssuerCompany, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer Company pursuant to Article 8; (cb) to add to the covenants of the Issuer Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a breach of failure by the Company to comply with any such additional covenants, restrictions, conditions or provisions a breach permitting the enforcement of all or any of the several remedies provided in this Perpetual Subordinated Indenture as herein set forth; provided, provided that in respect a breach of any such additional covenant, restriction, condition or provision such supplemental indenture may provide not be a basis for a particular period of grace after breach (which period may be shorter or longer than that allowed in the case of other breaches) or may limit the remedies available to the Trustee upon such a breach or may limit the right of the Holders of a majority in Current Principal Amount of the Securities of such series to waive such a breach; provided further, that no such supplemental indenture may provide for any right of acceleration due to any breachacceleration; (dc) 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; to correct any manifest error contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Perpetual Subordinated Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (d) to add to, change or eliminate any of the provisions of this Perpetual Subordinated Indenture, provided, however, that any such addition, change or elimination shall not adversely affect the interests of the Holders of any Outstanding series of Securities in any material respect; (e) to establish the form or terms or form of Securities of any series as permitted by Sections Section 2.01 and Section 2.03; and; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Perpetual Subordinated 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 5.11; and5.10; (g) to remove, amend or modify the going going-concern, non-viability or bankruptcy write-down provisions or the cancellation of interest payment provisions with respect to any Outstanding Securitiesprovisions; provided, provided however, that such removal, amendment or modification does not adversely affect the interests of the Holders of the relevant series of Securities in any material respect or the treatment of the relevant series of Securities as the IssuerCompany’s Additional Tier 1 Capital; and (h) effect any changes in a manner necessary to comply with the procedures of DTC, Euroclear Bank SA/NV or Clearstream Banking S.A. or any applicable clearing system. The Trustee is hereby authorized to join with the Issuer 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Perpetual Subordinated Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 7.01 may be executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.02.

Supplemental Perpetual Subordinated Indentures Without Consent of Securityholders. The IssuerCompany, when duly authorizedauthorized by a Board Resolution (which Board Resolution may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Company authorized thereby), and the Trustee may, from time to time, and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Securities of one or more series any property or assets; (b) to evidence the succession of another legal entity to the IssuerCompany, or successive successions, and the assumption by the successor legal entity of the covenants, agreements and obligations of the Issuer Company pursuant to Article 8; (cb) to add to the covenants of the Issuer Company such further covenants, restrictions, conditions or provisions as the Company shall consider to be for the protection of the Holders of Securities, and to make the occurrence, or the occurrence and continuance, of a breach of failure by the Company to comply with any such additional covenants, restrictions, conditions or provisions a breach permitting the enforcement of all or any of the several remedies provided in this Perpetual Subordinated Indenture as herein set forth; provided, provided that in respect a breach of any such additional covenant, restriction, condition or provision such supplemental indenture may provide not be a basis for a particular period of grace after breach (which period may be shorter or longer than that allowed in the case of other breaches) or may limit the remedies available to the Trustee upon such a breach or may limit the right of the Holders of a majority in Current Principal Amount of the Securities of such series to waive such a breach; provided further, that no such supplemental indenture may provide for any right of acceleration due to any breachacceleration; (dc) 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; to correct any manifest error contained herein or in any supplemental indenture; or to make such other provisions in regard to matters or questions arising under this Perpetual Subordinated Indenture or under any supplemental indenture as the Board may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Securities in any material respect; (d) to add to, change or eliminate any of the provisions of this Perpetual Subordinated Indenture, provided, however, that any such addition, change or elimination shall not adversely affect the interests of the holders of any Outstanding series of Securities in any material respect; (e) to establish the form or terms or form of Securities of any series as permitted by Sections Section 2.01 and Section 2.03; and; (f) to evidence and provide for the acceptance of appointment hereunder by a successor trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Perpetual Subordinated 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 5.11; and5.10; (g) to remove, amend or modify the going going-concern, non-viability or bankruptcy write-down provisions or the cancellation of interest payment provisions with respect to any Outstanding Securitiesprovisions; provided, provided however, that such removal, amendment or modification does not adversely affect the interests of the Holders holders of the relevant series of Securities in any material respect or the treatment of the relevant series of Securities as the IssuerCompany’s Additional Tier 1 Capital; and (h) effect any changes in a manner necessary to comply with the procedures of DTC, Euroclear or Clearstream or any applicable clearing system. The Trustee is hereby authorized to join with the Issuer 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, assignment, mortgage or pledge of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Perpetual Subordinated Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 7.01 may be executed without the consent of the Holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 7.02.