Common use of SUPPLEMENTAL SUBORDINATED INDENTURES Clause in Contracts

SUPPLEMENTAL SUBORDINATED INDENTURES. SECTION 10.01. Purposes for Which Supplemental Subordinated Indentures May be Entered into Without Consent of Subordinated Securityholders. Without the consent of the Holders of any Subordinated Securities, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall comply with the provisions of the Trust Indenture Act as then in effect) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Subordinated Securities of one or more series any property or assets; (b) if deemed appropriate by the Company or required by law, to evidence the succession of another Company to the Company or successive successions and the assumption by the successor Company of the covenants, agreements and obligations of the Company pursuant to Article Four hereof; (c) to add to the covenants of the Company such further covenants, restrictions or conditions as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of all or any series of Subordinated Securities (and if such covenants, restrictions or conditions are to be for the benefit of less than all series of Subordinated Securities, stating that such covenants, restrictions or conditions are expressly being included solely for the benefit of such series), and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Subordinated Indenture as herein set forth; provided, however, that in respect to any such additional covenant, restriction or condition such Supplemental Subordinated 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; (d) to add or change any of the provisions of this Subordinated Indenture to such extent as shall be necessary to facilitate the issuance of Subordinated Securities in (i) global form or (ii) bearer form, registerable or not registerable as to principal or principal and interest, and with or without coupons; (e) to change or eliminate any of the provisions of this Subordinated Indenture; provided, however, that any such change or elimination shall become effective only when there is no Subordinated Security of any series Outstanding created prior to the execution of such Supplemental Subordinated Indenture which is entitled to the benefit of such provision; (f) to establish the form or terms of Subordinated Securities of any series as permitted by Sections 2.01 and 2.03; (g) to appoint, at the request of the Trustee, a successor Trustee for a particular series of Subordinated Securities to act as such pursuant to the provisions of this Subordinated Indenture and to add to or change the provisions of this Subordinated Indenture to such extent as shall be necessary to facilitate the performance of the duties of such trustee; and (h) to cure any ambiguity or to correct or supplement any provisions contained herein or in any Supplemental Subordinated Indenture which may be defective or inconsistent with any other provision contained herein or in any Supplemental Subordinated Indenture, or to make such other provisions in regard to matters or questions arising under this Subordinated Indenture or any Supplemental Subordinated Indenture which shall not adversely affect the interests of the Holders of the Subordinated Securities. SECTION 10.02. Modification of Subordinated Indenture with Consent of Holders of Subordinated Securities. With the consent (evidenced as provided in Section 8.01) of the Holders of not less than a majority in principal amount of the Subordinated Securities of all series at the time Outstanding (determined as provided in Section 8.04) affected by such Supplemental Subordinated Indenture (voting as one class), the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall comply with the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Subordinated Indenture or of any Supplemental Subordinated Indenture or of modifying in any manner the rights of the Holders of the Subordinated Securities of each such series; provided, however, that no such Supplemental Subordinated Indenture shall, without the consent of the Holders of each Outstanding Subordinated Security affect thereby: (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Subordinated Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Subordinated Security or any other Subordinated Security which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 6.01, or change any place of payment where, or the coin or currency in which, any Subordinated Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the date fixed for redemption), or modify the provisions of this Subordinated Indenture with respect to this subordination of the Subordinated Securities in a manner adverse to the Holders, or (b) Reduce the percentage in principal amount of the Outstanding Subordinated Securities the consent of the Holders of which is required for any such Supplemental Subordinated Indenture, or the consent of the Holders of which is required for any waiver (of compliance with certain provisions of this Subordinated Indenture or certain defaults hereunder and their consequences) provided for in this Subordinated Indenture or (c) Change the time of payment or reduce the amount of any minimum sinking account or fund payment or (d) Modify any of the provisions of this Section 10.02, except to increase any such percentage or to provide that certain other provisions of this Subordinated Indenture cannot be modified or waived without the consent of the Holder of each Subordinated Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Subordinated Indenture which has expressly been included solely for the benefit of one or more particular series of Subordinated Securities, or which modifies the rights of Holders of Subordinated Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Subordinated Indenture of the Holders of Subordinated Securities of any other series. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order) certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of the Subordinated Securities as aforesaid and other documents, if any, required by Section 8.01, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Subordinated Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions to this Section, the Trustee shall give notice thereof to the Holders of then Outstanding Registered Subordinated Securities of each series affected thereby, by mailing a notice thereof by first—class mail to such Holders at their addresses as they shall appear on the Security Register and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SUPPLEMENTAL SUBORDINATED INDENTURES. SECTION 10.01. Purposes for Which Supplemental Subordinated Indentures May be Entered into Without Consent of Subordinated Securityholders. Without the consent of the Holders of any Subordinated Securities, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall comply with the provisions of the Trust Indenture Act as then in effect) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Subordinated Securities of one or more series any property or assets; (b) if deemed appropriate by the Company or required by law, to evidence the succession of another Company to the Company or successive successions and the assumption by the successor Company of the covenants, agreements and obligations of the Company pursuant to Article Four hereof; (c) to add to the covenants of the Company such further covenants, restrictions or conditions as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of all or any series of Subordinated Securities (and if such covenants, restrictions or conditions are to be for the benefit of less than all series of Subordinated Securities, stating that such covenants, restrictions or conditions are expressly being included solely for the benefit of such series), and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Subordinated Indenture as herein set forth; provided, however, that in respect to any such additional covenant, restriction or condition such Supplemental Subordinated 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; (d) to add or change any of the provisions of this Subordinated Indenture to such extent as shall be necessary to facilitate the issuance of Subordinated Securities in (i) global form or (ii) bearer form, registerable or not registerable as to principal or principal and interest, and with or without coupons; (e) to change or eliminate any of the provisions of this Subordinated Indenture; provided, however, that any such change or elimination shall become effective only when there is no Subordinated Security of any series Outstanding created prior to the execution of such Supplemental Subordinated Indenture which is entitled to the benefit of such provision; (f) to establish the form or terms of Subordinated Securities of any series as permitted by Sections 2.01 and 2.03; (g) to appoint, at the request of the Trustee, a successor Trustee for a particular series of Subordinated Securities to act as such pursuant to the provisions of this Subordinated Indenture and to add to or change the provisions of this Subordinated Indenture to such extent as shall be necessary to facilitate the performance of the duties of such trustee; and (h) to cure any ambiguity or to correct or supplement any provisions contained herein or in any Supplemental Subordinated Indenture which may be defective or inconsistent with any other provision contained herein or in any Supplemental Subordinated Indenture, or to make such other provisions in regard to matters or questions arising under this Subordinated Indenture or any Supplemental Subordinated Indenture which shall not adversely affect the interests of the Holders of the Subordinated Securities. SECTION 10.02. Modification of Subordinated Indenture with Consent of Holders of Subordinated Securities. With the consent (evidenced as provided in Section 8.01) of the Holders of not less than a majority in principal amount of the Subordinated Securities of all series at the time Outstanding (determined as provided in Section 8.04) affected by such Supplemental Subordinated Indenture (voting as one class), the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall comply with the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Subordinated Indenture or of any Supplemental Subordinated Indenture or of modifying in any manner the rights of the Holders of the Subordinated Securities of each such series; provided, however, that no such Supplemental Subordinated Indenture shall, without the consent of the Holders of each Outstanding Subordinated Security affect thereby: (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Subordinated Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Subordinated Security or any other Subordinated Security which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 6.01, or change any place of payment where, or the coin or currency in which, any Subordinated Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the date fixed for redemption), or modify the provisions of this Subordinated Indenture with respect to this subordination of the Subordinated Securities in a manner adverse to the Holders, or (b) Reduce the percentage in principal amount of the Outstanding Subordinated Securities the consent of the Holders of which is required for any such Supplemental Subordinated Indenture, or the consent of the Holders of which is required for any waiver (of compliance with certain provisions of this Subordinated Indenture or certain defaults hereunder and their consequences) provided for in this Subordinated Indenture or (c) Change the time of payment or reduce the amount of any minimum sinking account or fund payment or (d) Modify any of the provisions of this Section 10.02, except to increase any such percentage or to provide that certain other provisions of this Subordinated Indenture cannot be modified or waived without the consent of the Holder of each Subordinated Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Subordinated Indenture which has expressly been included solely for the benefit of one or more particular series of Subordinated Securities, or which modifies the rights of Holders of Subordinated Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Subordinated Indenture of the Holders of Subordinated Securities of any other series. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order) certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of the Subordinated Securities as aforesaid and other documents, if any, required by Section 8.01, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Subordinated Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Subordinated Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions to this Section, the Trustee shall give notice thereof to the Holders of then Outstanding Registered Subordinated Securities of each series affected thereby, by mailing a notice thereof by first—class mail to such Holders at their addresses as they shall appear on the Security Register and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

SUPPLEMENTAL SUBORDINATED INDENTURES. SECTION 10.01. Purposes for Which Supplemental Subordinated Indentures May be Entered into Without Consent of Subordinated Securityholders. Without the consent of the Holders of any Subordinated Securities, the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall comply with the provisions of the Trust Indenture Act as then in effect) for one or more of the following purposes: (a) to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Subordinated Securities of one or more series any property or assets; (b) if deemed appropriate by the Company or required by law, to evidence the succession of another Company to the Company or successive successions and the assumption by the successor Company of the covenants, agreements and obligations of the Company pursuant to Article Four hereof; (c) to add to the covenants of the Company such further covenants, restrictions or conditions as its Board of Directors and the Trustee shall consider to be for the protection of the Holders of all or any series of Subordinated Securities (and if such covenants, restrictions or conditions are to be for the benefit of less than all series of Subordinated Securities, stating that such covenants, restrictions or conditions are expressly being included solely for the benefit of such series), and to make the occurrence, or the occurrence and continuance, of a default in any such additional covenants, restrictions or conditions an Event of Default permitting the enforcement of all or any of the several remedies provided in this Subordinated Indenture as herein set forth; provided, however, that in respect to any such additional covenant, restriction or condition such Supplemental Subordinated 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; (d) to add or change any of the provisions of this Subordinated Indenture to such extent as shall be necessary to facilitate the issuance of Subordinated Securities in (i) global form or (ii) bearer form, registerable or not registerable as to principal or principal and interest, and with or without coupons; (e) to change or eliminate any of the provisions of this Subordinated Indenture; provided, however, that any such change or elimination shall become effective only when there is no Subordinated Security of any series Outstanding created prior to the execution of such Supplemental Subordinated Indenture which is entitled to the benefit of such provision; (f) to establish the form or terms of Subordinated Securities of any series as permitted by Sections 2.01 and 2.03; (g) to appoint, at the request of the Trustee, a successor Trustee for a particular series of Subordinated Securities to act as such pursuant to the provisions of this Subordinated Indenture and to add to or change the provisions of this Subordinated Indenture to such extent as shall be necessary to facilitate the performance of the duties of such trustee; and (h) to cure any ambiguity or to correct or supplement any provisions contained herein or in any Supplemental Subordinated Indenture which may be defective or inconsistent with any other provision contained herein or in any Supplemental Subordinated Indenture, or to make such other provisions in regard to matters or questions arising under this Subordinated Indenture or any Supplemental Subordinated Indenture which shall not adversely affect the interests of the Holders of the Subordinated Securities. SECTION 10.02. Modification of Subordinated Indenture with Consent of Holders of Subordinated Securities. With the consent (evidenced as provided in Section 8.01) of the Holders of not less than a majority in principal amount of the Subordinated Securities of all series at the time Outstanding (determined as provided in Section 8.04) affected by such Supplemental Subordinated Indenture (voting as one class), the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall comply with the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Subordinated Indenture or of any Supplemental Subordinated Indenture or of modifying in any manner the rights of the Holders of the Subordinated Securities of each such series; provided, however, that no such Supplemental Subordinated Indenture shall, without the consent of the Holders of each Outstanding Subordinated Security affect thereby: (a) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Subordinated Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Subordinated Security or any other Subordinated Security which would be due and payable upon a declaration of acceleration of the Stated Maturity thereof pursuant to Section 6.01, or change any place of payment where, or the coin or currency in which, any Subordinated Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the date fixed for redemption), or modify the provisions of this Subordinated Indenture with respect to this subordination of the Subordinated Securities in a manner adverse to the Holders, or (b) Reduce the percentage in principal amount of the Outstanding Subordinated Securities the consent of the Holders of which is required for any such Supplemental Subordinated Indenture, or the consent of the Holders of which is required for any waiver (of compliance with certain provisions of this Subordinated Indenture or certain defaults hereunder and their consequences) provided for in this Subordinated Indenture or (c) Change the time of payment or reduce the amount of any minimum sinking account or fund payment or (d) Modify any of the provisions of this Section 10.02, except to increase any such percentage or to provide that certain other provisions of this Subordinated Indenture cannot be modified or waived without the consent of the Holder of each Subordinated Security affected thereby. A supplemental indenture which changes or eliminates any covenant or other provision of this Subordinated Indenture which has expressly been included solely for the benefit of one or more particular series of Subordinated Securities, or which modifies the rights of Holders of Subordinated Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Subordinated Indenture of the Holders of Subordinated Securities of any other series. Upon the request of the Company, accompanied by a copy of a resolution of the Board of Directors (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order) certified by the secretary or an assistant secretary of the Company authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of the Holders of the Subordinated Securities as aforesaid and other documents, if any, required by Section 8.01, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Subordinated Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Securityholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions to this Section, the Trustee shall give notice thereof to the Holders of then Outstanding Registered Subordinated Securities of each series affected thereby, by mailing a notice thereof by first—-class mail to such Holders at their addresses as they shall appear on the Security Register and in each case such notice shall set forth in general terms the substance of such supplemental indenture. Any failure of the Company to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.