Common use of Without Consent of Holders of Securities Clause in Contracts

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture[, the Security Guarantees] or the Securities without the consent of any Holder of a Security: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer's obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Issuer's assets; (4) to add [additional] Security Guarantees with respect to the Securities; (5) to secure the Securities; (6) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under the Indenture of any such holder; (7) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (8) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder or any such Security with respect to such provision or (ii) shall become effective only when there is no such Security outstanding; or (9) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.06.

Without Consent of Holders of Securities. (a) Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Company and the Trustee may amend or supplement this Indenture[, the Security Guarantees] Indenture or the any series of Securities without the consent of any Holder of a SecuritySecurity of such series: (1i) to cure any ambiguity, defect or inconsistency; (2ii) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3iii) to provide for the assumption of the Issuer's Company’s obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Issuer's Company’s assets; (4) to add [additional] Security Guarantees with respect to the Securities; (5) to secure the Securities; (6iv) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under the this Indenture of any such holderHolder; (7v) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of the this Indenture under the Trust Indenture Act; (8) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder or any such Security with respect to such provision or (ii) shall become effective only when there is no such Security outstandingTIA; or (9vi) to establish allow any Subsidiary to guarantee the form Securities. (b) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of Securities of this Indenture and to make any series as permitted by Sections 2.01 further appropriate agreements and 2.06stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors The Company and the Trustee may amend or supplement this Indenture[, the Security Guarantees] Indenture or the Securities or enter into one or more indentures supplement hereto without notice to or the consent of any Holder holder of a SecuritySecurity for any series for the purposes of: (1a) to cure curing any ambiguity, defect ambiguity or inconsistency; (2) to provide for uncertificated Securities correcting or supplementing any defective or inconsistent provision contained in addition to this Indenture or in place of certificated Securities; (3) to provide for the assumption of the Issuer's obligations to Holders of Securities making any other changes in the case provisions of a merger this Indenture which the Company and the Trustee may deem necessary or consolidation or sale of all or substantially all of the Issuer's assets; (4) to add [additional] Security Guarantees with respect to the Securities; (5) to secure the Securities; (6) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that desirable provided such amendment does not materially and adversely affect the legal rights under the Indenture of any such holderthe holders of Securities; (7b) evidencing the succession of another Person to comply with requirements the Company and providing for the assumption by such successor of the Commission in order to effect or maintain the qualification covenants of the Indenture under Company thereunder and in the Trust Indenture ActSecurities of any series as permitted by Section 5.01; (8) c) to add any additional covenants or Events of Default for the benefit of the holders of all or any series of Securities (and if such additional covenants or Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); (d) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; (e) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (iA) shall neither (Ai) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (Bii) modify the rights of the Holder or of any such Security with respect to such provision or (iiB) shall become effective only when there is no such Security outstanding; orOutstanding; (9f) to secure the Securities; (g) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.062.02; (h) 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 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 7.08; (i) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article XII, including providing for the conversion of the securities into any security (other than the Common Stock of the Company) or property of the Company; or (j) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles VIII and XIV, provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Company and the Trustee may amend or supplement this Indenture[, the Security Guarantees] Indenture or the Securities without the consent of any Holder of a SecuritySecurities: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer's Company’s obligations to the Holders of the Securities in by a successor to the case of a merger or consolidation or sale of all or substantially all of the Issuer's assetsCompany pursuant to Article 5 hereof; (4) to add [additional] Security Guarantees with respect to the Securities; (5) to secure the Securities; (6) to make any other change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely affect the legal rights under the Indenture hereunder of any such holderHolder of Securities; (75) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of the this Indenture under the Trust Indenture Act; (8) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder or any such Security with respect to such provision or (ii) shall become effective only when there is no such Security outstandingTIA; or (96) to establish as provided in Section 2.02 hereof. Upon the form request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of Securities of this Indenture and to make any series as permitted by Sections 2.01 further appropriate agreements and 2.06stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the IssuerIssuer(s), the Guarantors and the Trustee may amend or supplement this Indenture[, the Security Guarantees] Securities Guarantees or the Securities without the consent of any Holder of a Security: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the Issuer's Issuer(s)' obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Issuer's Issuer(s)' assets; (4) to add [additional] to the covenants of the Issuer(s) for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of that series) or to surrender any right or power herein conferred upon the Issuer(s); (5) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are expressly being included solely for the benefit of that series); provided, however, that in respect of any such additional Events of Default 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 may limit the right of the Holders of a majority in aggregate principal amount of that or, those series of Securities to which such additional Events of Default apply to waive such default; (6) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; (7) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.02, including the provisions and procedures relating to Securities convertible into Ventas, Inc. Common Stock; (8) 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 Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; (9) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 8.02, 8.03 and 11.01, provided that any such action shall not adversely affect the interests of the Holders of Securities of that series or any other series of Securities in any material respect; (10) to add additional Securities Guarantees with respect to the Securities; (511) to secure the Securities; (612) to subordinate the indebtedness evidenced by the Securities to any indebtedness of the Issuer(s) other than the Senior Indebtedness; (13) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under the this Indenture of any such holder;Holder; or (714) to comply with requirements of the Commission in order to effect or maintain the qualification of the this Indenture under the Trust Indenture Act; (8) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder or any such Security with respect to such provision or (ii) shall become effective only when there is no such Security outstanding; or (9) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.06TIA.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 9.2 of this Indenture, the Issuer, the Guarantors Company and the Trustee may amend or supplement this Indenture[, the Security Guarantees] Indenture or the Securities without the consent of any Holder of a Security: (1a) to cure any ambiguity, defect or inconsistency; (2b) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3c) to provide for the assumption of the IssuerCompany's obligations to the Holders of the Securities in the case of a merger or merger, consolidation or sale of all or substantially all of the IssuerCompany's assetsassets pursuant to Article Five hereof; (4) to add [additional] Security Guarantees with respect to the Securities; (5) to secure the Securities; (6d) to make any other change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely affect the legal rights under the Indenture hereunder of any such holderHolder of the Securities; (7e) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of the this Indenture under the Trust Indenture ActTIA; (8) f) to add to, change or eliminate any the name of the provisions Securities. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture in respect of one and to make any further appropriate Agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or more series of Securitiessupplemental Indenture that affects its own rights, provided that any such addition, change duties or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder immunities under this Indenture or any such Security with respect to such provision or (ii) shall become effective only when there is no such Security outstanding; or (9) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.06otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Company and the Trustee may amend or supplement this Indenture[, the Security Guarantees] or the Securities without the consent of any Holder of a Security: (1a) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3b) to provide for the assumption of the IssuerCompany's obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Issuer's assetspursuant to Article 5 hereof, as applicable; (4) to add [additional] Security Guarantees with respect to the Securities; (5) to secure the Securities; (6c) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under the Indenture hereunder of any such holder;Holder; or (7d) to comply with the requirements of the Commission SEC in order to effect or maintain the qualification of the this Indenture under the Trust Indenture Act; (8) TIA or to add to, change or eliminate allow any other person to guarantee the Securities. Upon the request of the provisions Company accompanied by a resolution of the Board of Directors of the Company, authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture in respect of one and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or more series of Securitiessupplemental Indenture that affects its own rights, provided that any such addition, change duties or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder immunities under this Indenture or any such Security with respect to such provision or (ii) shall become effective only when there is no such Security outstanding; or (9) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.06otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Company and the Trustee may amend or supplement this Indenture[, the Security Guarantees] Indenture or the Securities without the consent of any Holder of a SecuritySecurities: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3) to provide for the assumption of the IssuerCompany's obligations to the Holders of the Securities in by a successor to the case of a merger or consolidation or sale of all or substantially all of the Issuer's assetsCompany pursuant to Article 5 hereof; (4) to add [additional] Security Guarantees with respect to the Securities; (5) to secure the Securities; (6) to make any other change that would provide any additional rights or benefits to the Holders of the Securities or that does not adversely affect the legal rights under the Indenture hereunder of any such holderHolder of Securities; (75) to comply with requirements of the Commission SEC in order to effect or maintain the qualification of the this Indenture under the Trust Indenture Act; (8) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder or any such Security with respect to such provision or (ii) shall become effective only when there is no such Security outstandingTIA; or (96) to establish as provided in Section 2.02 hereof. Upon the form request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of Securities of this Indenture and to make any series as permitted by Sections 2.01 further appropriate agreements and 2.06stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Without Consent of Holders of Securities. Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors Company and the Trustee may amend or supplement this Indenture[, the Security Guarantees] Indenture or the Securities without the consent of any Holder of a Security: (1a) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Securities in addition to or in place of certificated Securities; (3b) to provide for the assumption of the IssuerCompany's obligations to Holders of Securities in the case of a merger or consolidation or sale of all or substantially all of the Issuer's assetspursuant to Article 5 hereof, as applicable; (4c) to add [additional] Security Guarantees modify the provisions in Article 11 of this Indenture with respect to the Securitiessubordination of outstanding securities of any series in a manner not adverse to the Holders thereof; (5) to secure the Securities; (6d) to make any other change that would provide any additional rights or benefits to the Holders of Securities or that does not adversely affect the legal rights under the Indenture hereunder of any such holder;Holder; or (7e) to comply with the requirements of the Commission SEC in order to effect or maintain the qualification of the this Indenture under the Trust Indenture Act; (8) TIA or to add to, change or eliminate allow any other person to guarantee the Securities. Upon the request of the provisions Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture in respect of one and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or more series of Securitiessupplemental Indenture that affects its own rights, provided that any such addition, change duties or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder immunities under this Indenture or any such Security with respect to such provision or (ii) shall become effective only when there is no such Security outstanding; or (9) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 2.06otherwise.