Common use of AMENDMENT, SUPPLEMENT AND WAIVER Clause in Contracts

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 11 contracts

Samples: Supplemental Indenture (Calumet Specialty Products Partners, L.P.), Supplemental Indenture (Calumet Specialty Products Partners, L.P.), Supplemental Indenture (Calumet Specialty Products Partners, L.P.)

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AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Note Guarantees or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s the Company's or Guarantor's obligations to Holders of the Notes pursuant to Article 5 in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) Act, to evidence or provide for the acceptance Issuance of appointment under Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture of and/or a successor TrusteeNote Guarantee with respect to the Notes.

Appears in 8 contracts

Samples: Indenture (Amkor Technology Inc), Indenture (Amerisourcebergen Corp), Indenture (Amkor Technology Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Indenture or and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes), and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes). Without the consent of any Holder of a NoteHolder, the Issuer and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) ; to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) ; to provide for the assumption and discharge of an the Issuer’s 's obligations to Holders in the case of the Notes a merger or consolidation pursuant to Article 5 of the Indenture; to make changes in the Security Documents determined by the Issuer to be necessary or appropriate in connection with the execution and delivery by the Issuer of the initial New Credit Facility, (4) subject to certain limitations set forth in the Indenture; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes ; or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTIA.

Appears in 8 contracts

Samples: Pledge Agreement (Pg&e National Energy Group Inc), Pledge Agreement (Pg&e National Energy Group Inc), Pledge Agreement (Pg&e National Energy Group Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notesoutstanding. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s 's or the Parent's obligations to Holders of the Notes under the Indenture or any Guarantor's Obligations under its Guarantee in the case of a merger, consolidation or sale of assets involving an Issuer, the Parent or such Guarantor, as applicable, pursuant to Article 5 or Article 10 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including providing for Guarantees of the Notes and any supplemental indenture required pursuant to Section 4.15 of the Indenture) or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) TIA and to evidence or provide for release a Guarantor in accordance with the acceptance of appointment under the Indenture of a successor TrusteeIndenture.

Appears in 5 contracts

Samples: Supplemental Indenture (Meristar Hospitality Corp), Credit Agreement (Meristar Hospitality Corp), Supplemental Indenture (Meristar Hospitality Corp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Securities Guarantee or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesOutstanding Securities affected by such amendment or supplemental indenture voting as a single class, and any existing default Default or Event of Default or compliance with any provision of the Indenture Indenture, the Securities Guarantee or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesOutstanding Securities affected thereby voting as a single class. The Indenture also provides for the calling and holding of meetings of the Holders of Notes that permit certain amendments to be made to the Indentures, the Securities Guarantee and the Notes by resolutions passed by the favourable votes of the Holders of at least 50% of the principal amount of the Notes (or any series thereof) present in person or by proxy at any such meeting. Without the consent of any Holder of a Note, the Indenture Indenture, the Securities Guarantee or the Notes may be amended or supplemented (1) to to, among other things, cure any ambiguity, defect or inconsistency, (2) ; to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) ; to provide for the assumption of an the Issuer’s obligations to Holders of Notes in the Notes pursuant to Article 5 case of a merger, amalgamation or consolidation or sale of all or substantially all of the Indenture, (4) Issuer’s assets; add additional Guarantees with respect to the Notes; secure the Notes; to make any other change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes ; or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect applicable Canadian or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeUnited States laws.

Appears in 4 contracts

Samples: Supplemental Indenture (Ventas, Inc.), Supplemental Indenture (Ventas, Inc.), Supplemental Indenture (Ventas, Inc.)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act, (9) to provide for the reorganization of the Company as any other form of entity in accordance with the second paragraph of Section 5.01 of the Indenture or (910) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 4 contracts

Samples: Indenture (Chesapeake Midstream Partners Lp), Indenture (Chesapeake Midstream Partners Lp), Indenture (Inergy L P)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be modified, amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notesvoting as a single class, and any existing default Default or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding Notesvoting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be modified, amended or supplemented supplemented: (1a) to cure any ambiguity, defect or inconsistency, inconsistency that does not adversely affect in any material respect the rights hereunder of any Holder of the Notes under the Indenture; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (3c) to alter the provisions of the Indenture to provide for the assumption of an Issuerthe Company’s obligations to the Holders of by a successor to the Notes Company pursuant to Article 5 of the Supplemental Indenture, ; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights under the Indenture hereunder of any such Holder, provided that any change Holder of the Notes; (e) to conform the Indenture provisions of the Notes to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 “Description of the Indenture or otherwise, Notes” and “Description of Debt Securities” section of the Prospectus; (6f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain connection with the qualification of the Indenture under the Trust Indenture Act Act; (g) to comply with the rules of any applicable depositary; or (9h) to evidence or and provide for the acceptance of appointment under the Supplemental Indenture of a successor Trustee.

Appears in 4 contracts

Samples: Istar Inc., Istar Inc., Istar Financial Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes of all series then outstanding Noteswhich are affected by such amendment voting as a single class, and any existing default Default or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the Notes of all series then outstanding Noteswhich are affected by such waiver voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented supplemented: (1a) to cure any ambiguity, defect or inconsistency, inconsistency that does not adversely affect in any material respect the rights hereunder of any Holder of the Notes under the Indenture; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes or to alter the provisions of Article 2 hereof (3including the related definitions) in a manner that does not materially adversely affect any Holder; (c) to provide for the assumption of an Issuerthe Company’s obligations to the Holders of by a successor to the Notes Company pursuant to Article 5 of the Indenture, hereof; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights under the Indenture hereunder of any such Holder, provided that any change Holder of the Notes; (e) to conform the provisions of this Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 “Description of the Indenture or otherwise, Notes” section of the Offering Memorandum; (6f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain connection with the qualification of the this Indenture under the Trust Indenture Act Act; or (9g) to evidence or and provide for the acceptance of appointment under the this Indenture of a successor Trustee.

Appears in 3 contracts

Samples: Istar Financial Inc, Istar Financial Inc, Istar Financial Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notesvoting as a single class, and any existing default Default or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding Notesvoting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented supplemented: (1a) to cure any ambiguity, defect or inconsistency, inconsistency that does not adversely affect in any material respect the rights hereunder of any Holder of the Notes under the Indenture; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (3c) to alter the provisions of the Indenture to provide for the assumption of an Issuerthe Company’s obligations to the Holders of by a successor to the Notes Company pursuant to Article 5 of the Supplemental Indenture, ; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights under the Indenture hereunder of any such Holder, provided that any change Holder of the Notes; (e) to conform the Indenture provisions of the Notes to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 “Description of the Indenture or otherwise, Notes” and “Description of Debt Securities” section of the Prospectus; (6f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain connection with the qualification of the Indenture under the Trust Indenture Act Act; (g) to comply with the rules of any applicable depositary; or (9h) to evidence or and provide for the acceptance of appointment under the Supplemental Indenture of a successor Trustee.

Appears in 3 contracts

Samples: Istar Financial Inc, Istar Financial Inc, Istar Financial Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or TIA, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or (10) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision described in the “Description of Notes” contained in the Offering Memorandum.

Appears in 3 contracts

Samples: Indenture (Linn Energy, LLC), Supplemental Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions regarding payment and exchange of Notes in a manner that does not materially adversely affect any Holder, (3) to provide for the assumption of an Issuer’s the Company's or Guarantor's obligations to Holders of the Notes pursuant to Article 5 in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that to allow any change Guarantor to conform execute a supplemental indenture to the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the and/or a Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor Guarantee with respect to the Notes Notes, or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) Act, to evidence or provide for the acceptance issuance of appointment under Additional Notes in accordance with the limitations set forth in the Indenture of or to allow any Guarantor to execute a successor Trusteesupplemental indenture to the Indenture and/or Subsidiary Guarantee with respect to the Notes.

Appears in 3 contracts

Samples: Indenture (Silverleaf Resorts Inc), Supplemental Indenture (Bulls Eye Marketing Inc /Ca/), Silverleaf Resorts Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the this Supplemental Indenture or the Notes may be amended or supplemented with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in principal amount of the Notes then outstanding Notesoutstanding, and any existing default Default or Event of Default (other than any continuing Default or Event of Default in the payment of interest on or the principal of the Notes) under, or compliance with any provision of of, the Indenture or the Notes this Supplemental Indenture may be waived with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of a majority in principal amount of the Notes then outstanding Notesoutstanding. Without the consent of any Holder of a NoteHolder, the Company, the Subsidiary Guarantors and the Trustee may amend this Supplemental Indenture or the Notes may be amended or supplemented (1) waive any provision of the Indenture or this Supplemental Indenture to cure any ambiguity, defect or inconsistency, (2) to comply with Section 3.10; to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) ; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the this Supplemental Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) ; to comply with the requirements of the SEC in order to effect or maintain the qualification of qualify the Indenture under the Trust Indenture Act Act; or (9) to evidence or provide for reflect a Subsidiary Guarantor ceasing to be liable on the acceptance Subsidiary Guarantees because it is no longer a Subsidiary of appointment under the Indenture Company. Without the consent of a successor Trustee.each Holder affected, the Company may not

Appears in 3 contracts

Samples: Indenture (Beazer Homes Usa Inc), Eighth Supplemental Indenture (Beazer Homes Usa Inc), Supplemental Indenture (Beazer Homes Usa Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 6 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum Prospectus Supplement shall not be deemed to not adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 5.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 2 contracts

Samples: Indenture (Summit Midstream Partners, LP), Supplemental Indenture (Summit Midstream Partners, LP)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default Default or compliance with any provision of the Indenture Indenture, the Notes or the Notes Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture Indenture, the Notes or the Notes Guarantees may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s the Issuers' obligations to Holders of the Notes pursuant in case of a merger or consolidation, to Article 5 provide for additional Guarantees as set forth in the Indenture or for the release or assumption of Guarantees in compliance with the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including the addition of any Guarantor) or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform comply with the Indenture provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 provisions of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes relating to transfers and exchanges of Notes or to evidence the release of any Guarantor from its Subsidiary Guaranteebeneficial interests therein, in each case as provided in the Indenture, (8) or to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTIA.

Appears in 2 contracts

Samples: RFS Partnership Lp, RFS Hotel Investors Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 6 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum Prospectus Supplement shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 5.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act, (9) to provide for the reorganization of the Company as any other form of entity in accordance with the second paragraph of Section 6.01 of the Indenture or (910) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 2 contracts

Samples: Indenture (Access Midstream Partners Lp), Supplemental Indenture (Access Midstream Partners Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change Holder or to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any HolderMemorandum, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01.

Appears in 2 contracts

Samples: Supplemental Indenture (Genesis Energy Lp), Indenture (Genesis Energy Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Note Guarantees, the Collateral Documents or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, voting as a single class, and any existing default or compliance with any provision of the Indenture Indenture, the Note Guarantees, the Collateral Documents or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Note Guarantees, the Collateral Documents or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s either of the Issuers’ obligations to Holders of the Notes pursuant to Article 5 in case of the Indenturea merger or consolidation or sale of all or substantially all of that Issuers’ assets, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence enter into additional or provide for supplemental Collateral Documents. Any amendment to, or waiver of the acceptance provisions of appointment under any of the Collateral Documents relating to Section 4.13 or Article 10 of the Indenture shall require the consent of the Holders of at least 85% in aggregate principal amount of Notes, then outstanding, voting as a successor Trusteesingle class.

Appears in 2 contracts

Samples: Indenture (NGA Holdco, LLC), Investment Agreement (Shreveport Capital Corp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Note Guarantees, the Notes and the Collateral Documents may be amended or supplemented with the consent of the Holders of at least a majority not less than 66-2/3% in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any), and any existing default or compliance with any provision of the Indenture Indenture, the Note Guarantees, the Notes or the Notes Collateral Documents may be waived with the consent of the Holders of a majority not less than 66-2/3% in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any). Without the consent of any Holder of a Note, the Indenture Indenture, the Note Guarantees, the Notes or the Notes Collateral Documents may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s the Company's or Guarantor's obligations to Holders of the Notes pursuant to Article 5 in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes provided that the interests of the Holders would not be adversely affected thereby, to allow any Guarantor or (9) Heller Debtor Subsidiary to evidence enter into additional Collateral Documents, xxxxided that the interests of the Holders would not be adversely affected thereby, or to provide for the acceptance issuance of appointment under Additional Notes, in accordance with the limitations set forth in the Indenture. Any amendment to, or waiver of, Article 10 of the Indenture that adversely affects the rights of a successor Trusteethe holders of the Notes shall require the consent of the holders of 100% in aggregate principal amount of Notes then outstanding.

Appears in 2 contracts

Samples: Indenture (Assisted Living Concepts Inc), Indenture (Assisted Living Concepts Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s the Company's obligations to Holders of the Notes pursuant to Article 5 in case of a merger or consolidation or sale of all or substantially all of the IndentureCompany's assets, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture or the Collateral Documents of any such HolderHolder or to confirm and evidence the release, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture termination or discharge of any Holder, (5) to secure Lien securing the Notes which release, termination or the Subsidiary Guarantees pursuant to Section 4.12 of discharge is permitted by the Indenture or otherwisethe Collateral Documents, (6) to provide for the issuance of Additional Notes in accordance with the limitations provisions set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) Act, to evidence or provide for Guarantees by Restricted Subsidiaries as set forth in Section 4.19 of the acceptance of appointment under the Indenture of a successor TrusteeIndenture.

Appears in 2 contracts

Samples: Southern Star Central Corp, Southern Star Central Corp

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes). Without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, an amendment or waiver may not affect the Liens in favor of the Trustee and the Holders created under the Collateral Documents in a manner adverse to the Holders (other than pursuant to the release of Collateral in accordance with the provisions of the Indenture and of the applicable Collateral Documents) or release all or any material portion of the Collateral. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s the Company's obligations to Holders of the Notes pursuant to Article 5 in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) Act, to evidence or provide for the acceptance issuance of appointment under additional notes in accordance with the limitations set forth in the Indenture or to provide for additional Subordinated Guarantors. -------- 2 [If Regulation S Temporary Global Note, add the following paragraph: This Regulation S Temporary Global Note is exchangeable in whole or in part for one or more Global Notes only (i) on or after the termination of a successor Trusteethe 40-day restricted period (as defined in Regulation S) and (ii) upon presentation of certificates (accompanied by an opinion of counsel, if applicable) required by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global Note for one or more Global Notes, the Trustee shall cancel this Regulation S Temporary Global Note.]

Appears in 2 contracts

Samples: Pledge Agreement (Windsor Woodmont Black Hawk Resort Corp), Windsor Woodmont Black Hawk Resort Corp

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesNotes voting as a single class, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesNotes voting as a single class. Without the consent of any Holder of a NoteHolder, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, omission, defect or inconsistencyinconsistency in any manner that is not adverse in any material respect to any Holder, (2) to provide for the assumption by a successor corporation of the obligations of the Issuer in accordance with the Indenture, provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, (3or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code), add Guarantees with respect to provide for the assumption of an Issuer’s obligations Notes or to Holders release Guarantors of the Notes pursuant from Guarantees with respect to Article 5 the Notes as permitted by the terms of the Indenture, (4) secure the Notes, to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power conferred upon the Issuer, make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) make any change to secure comply with any requirement of the Notes or Commission in connection with the Subsidiary Guarantees pursuant to Section 4.12 qualification of the Indenture under the TIA or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 2 contracts

Samples: Coventry Health Care Inc, Coventry Health Care Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be modified, amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notesvoting as a single class, and any existing default Default or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the Notes then outstanding Notesvoting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be modified, amended or supplemented supplemented: (1a) to cure any ambiguity, defect or inconsistency, inconsistency that does not adversely affect in any material respect the rights hereunder of any Holder of the Notes under the Indenture; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (3c) to alter the provisions of the Indenture to provide for the assumption of an Issuerthe Company’s obligations to the Holders of by a successor to the Notes Company pursuant to Article 5 of the Supplemental Indenture, ; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights under the Indenture hereunder of any such Holder, provided that any change Holder of the Notes; (e) to conform the provisions of the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 “Description of the Indenture or otherwiseNotes” and “Description of Debt Securities” sections of the Prospectus dated September 14, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect 2017 relating to the Notes or to evidence offering of the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, Notes; (8) f) to comply with the requirements of the SEC Securities and Exchange Commission in order to effect or maintain connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended; (g) to comply with the rules of any applicable depositary; or (9h) to evidence or and provide for the acceptance of appointment under the Supplemental Indenture of a successor Trustee.

Appears in 2 contracts

Samples: Istar Inc., Istar Inc.

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or (10) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision described in the “Description of Notes” contained in the Offering Memorandum.

Appears in 2 contracts

Samples: Supplemental Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including additional Notes, if any, voting as a single class, and any existing default Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding NotesNotes voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuerthe Company’s or a Guarantor’s obligations to Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to materially adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust TIA, to enter into additional or supplemental Security Documents, to release Collateral in accordance with the terms of this Indenture Act or (9) and the Security Documents, to evidence or provide for the acceptance issuance of appointment under additional Notes in accordance with the limitations set forth in the Indenture of or to allow any Guarantor to execute a successor Trusteesupplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes.

Appears in 2 contracts

Samples: Indenture (Handy & Harman Ltd.), WHX Corp

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s or Guarantor’s obligations to Holders of the Notes or a Subsidiary Guarantee pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 2 contracts

Samples: Indenture (Legacy Reserves Inc.), Indenture (Legacy Reserves Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing default Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes). Without However, without the consent of any Holder of a NoteNotes, the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the such legal rights under the Indenture of any Holderrights, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or TIA, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or (10) to make any amendment to the provisions of the Indenture relating to the transfer and legending of the Notes as permitted by this Indenture, as long as such amendment would not result in the Notes being transferred in violation of the applicable securities laws or materially and adversely affect the rights of Holders to transfer Notes.

Appears in 2 contracts

Samples: Indenture (Global Partners Lp), Indenture (Global Partners Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 of the Indenture, any existing default Default or Event of Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes). Without However, without the consent of any Holder of a NoteNotes, the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the such legal rights under the Indenture of any Holderrights, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act TIA, or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 2 contracts

Samples: Supplemental Indenture (Global Partners Lp), Indenture (Global Partners Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing default Default or Event of Default (except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes) or compliance with any provision of the Indenture Indenture, the Notes or the Notes Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Notes or the Notes Note Guarantees may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) ; to provide for uncertificated Notes in addition to or in place of certificated Notes, Notes (3provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Internal Revenue Code of 1986); to provide for the assumption of an Issuerthe Company’s or a Guarantor’s obligations to Holders of the Notes pursuant to Article 5 and Note Guarantees in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change ; to conform the Indenture to text of the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any HolderIndenture, (5) to secure the Notes or the Subsidiary Note Guarantees pursuant to Section 4.12 any provision of the Indenture “Description of Notes” section of the Company’s Offering Memorandum dated October 30, 2018, relating to the initial offering of the Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees or otherwise, (6) the Notes; to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) ; or to add allow any additional Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeNotes.

Appears in 2 contracts

Samples: Indenture (Vector Group LTD), Vector Group LTD

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesNotes voting as a single class. Without the consent of any Holder of a Note, the Indenture Indenture, the Note Guarantees or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to alter Article 2 of the Indenture relating to the Notes in a manner that does not materially adversely affect any Holder, to provide for the assumption of an Issuer’s the Company's or any Guarantor's obligations to Holders of the Notes pursuant by a successor to Article 5 the Company in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) Act, to evidence or provide for the acceptance issuance of appointment under Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture of and/or a successor TrusteeNote Guarantee with respect to the Notes.

Appears in 1 contract

Samples: Indenture (Cole National Corp /De/)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing default Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented supplemented: (1i) to cure any ambiguity, defect or inconsistency, ; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (3iii) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of the Notes and Subsidiary Guarantees by a successor to such Issuer or such Guarantor pursuant to Article 5 of the Indenture, ; (4iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not will be deemed not to adversely affect the such legal rights under the Indenture of any Holder, rights; (5v) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 4.06 of the Indenture or otherwise, Indenture; (6vi) to provide for the issuance of Additional Notes in accordance with the limitations set forth in Section 2.02 of the Indenture, ; (7vii) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act ; or (9viii) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 1 contract

Samples: Indenture (Tallgrass Energy Partners, LP)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Notes and the Subsidiary Guarantees issued hereunder may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes), and, subject to the terms of the Indenture, the Notes and the Subsidiary Guarantees, any existing default or compliance with any provision of the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes). Without the consent of any Holder of a NoteNotes, the Indenture Company, a Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture, or Notes may be amended or supplemented (1) the Subsidiary Guarantees to cure any ambiguity, defect or inconsistency, (2) ; to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) ; to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to comply with Article 5 of the Indenture, (4) ; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not not, in the opinion of counsel, adversely affect the legal rights under the Indenture hereunder of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) ; to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act; to allow any Subsidiary Guarantor to guarantee the Notes; or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trusteetrustee in compliance with the requirements of Section 7.08 of the Indenture.

Appears in 1 contract

Samples: Duane Reade Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Exhibit 1 to App.-8 Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or TIA, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or (10) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision described in the “Description of Notes” contained in the Offering Memorandum.

Appears in 1 contract

Samples: Indenture (Linn Energy, LLC)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Notes or any Subsidiary Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and, subject to the terms of the Indenture and any applicable Subsidiary Guarantee, any existing default (other than a default in the payment of the principal of, premium, if any, or interest on, the Notes) or compliance with any provision of the Indenture or Indenture, the Notes or any Subsidiary Guarantee may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a NoteHolder, the Indenture or Indenture, the Notes and any Subsidiary Guarantee may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to comply with Article 5 of the Indenture, to provide for the assumption of an Issuer’s the Company's or any Guarantor's obligations to Holders of the Notes pursuant to Article 5 of the IndentureNotes, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform add covenants for the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 benefit of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes Holders or to evidence surrender any right or power conferred upon the release of any Guarantor from its Subsidiary GuaranteeCompany, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act TIA, to add a Guarantor under the Indenture, or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trusteetrustee in compliance with the requirements of Section 7.10 of the Indenture.

Appears in 1 contract

Samples: Decisionone Corp /De

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Supplemental Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Subject to certain exceptions, and any existing default Default or compliance with any provision of the Supplemental Indenture or the Notes may be waived waived, including by way of amendment, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Company and the Trustee may amend or supplement the Supplemental Indenture or the Notes may be amended or supplemented (1i) to cure any ambiguityambiguities, defect or inconsistency, ; (2) provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets; (3) provide for uncertificated Notes in addition to or in place of certificated Notes, ; (34) to provide for the assumption of an Issuer’s obligations to Holders add any Person as a guarantor of the Notes pursuant to Article 5 of or secure the Indenture, Notes or any guarantees; (45) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, ; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act TIA; or (97) to evidence or provide for the acceptance of appointment under conform the Indenture or the Notes to the descriptions thereof set forth in the “Description of a successor TrusteeNotes” section of the Company’s prospectus supplement dated February 27, 2019, relating to the initial offering of the Notes to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the corresponding provision in such “Description of Notes.

Appears in 1 contract

Samples: Supplemental Indenture (Huntsman International LLC)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Notes Notes, the Guarantees, the Collateral Agreements and the Intercreditor Agreement may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or and the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuerthe Company’s obligations to Holders of the Notes pursuant to Article 5 V of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not not, in the opinion of the Trustee, adversely affect the legal rights under the Indenture Indenture, the Notes, the Guarantees, the Collateral Agreements and the Intercreditor Agreement of any such HolderHolder in any material respect, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) Act, to evidence or provide for a successor Trustee or additional Guarantors, to provide for uncertificated Notes in addition to or in place of certificated Notes, to release a Guarantor and the acceptance Liens granted by such Guarantor in favor of appointment the Trustee as permitted by the Indenture or Guarantee, or if necessary, in connection with any addition or release of Collateral permitted under the Indenture Indenture, the Intercreditor Agreement or the Collateral Agreements. In formulating its opinion on such matters, the Trustee will be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of a successor TrusteeCounsel.

Appears in 1 contract

Samples: North American (Griffiths Pile Driving Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Notes any Subsidiary Guarantee and any other agreement or documents delivered to the trustee pursuant to the terms of this Indenture may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or Indenture, the Notes an any other agreement or documents delivered to the trustee purchase to the terms of this Indenture may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s or Guarantor’s obligations to the Holders of the Notes pursuant to Article 5 of the Indenturehereof, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or surrender any right or power conferred upon the Issuers or the Subsidiary Guarantors by the Indenture that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or (10) provide for the issuance of exchange securities which shall have terms substantially identical in all respects to the Notes (except that transfer restrictions contained in the Notes shall be modified or eliminated as appropriate) and which shall be treated, together with any outstanding notes, as a single class of securities.

Appears in 1 contract

Samples: Indenture (Pacific Energy Partners Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 Five of the Eleventh Supplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform Holder of the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any HolderNotes, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Eleventh Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Eleventh Supplemental Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Eleventh Supplemental Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Eleventh Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c) of the Eleventh Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Eleventh Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the prospectus supplement relating to the Notes dated December 4, 2017.

Appears in 1 contract

Samples: Indenture (Genesis Energy Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or TIA, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or (10) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision described in the “Description of Notes” contained in the Offering Memorandum.

Appears in 1 contract

Samples: Indenture (EV Energy Partners, LP)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Note Guarantees, the Notes and the Collateral Documents may be amended or supplemented with the consent of the Holders of at least a majority not less than 66-2/3% in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any), and any existing default or compliance with any provision of the Indenture Indenture, the Note Guarantees, the Notes or the Notes Collateral Documents may be waived with the consent of the Holders of a majority not less than 66-2/3% in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any). Without the consent of any Holder of a Note, the Indenture Indenture, the Note Guarantees, the Notes or the Notes Collateral Documents may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s the Company's or Guarantor's obligations to Holders of the Notes pursuant to Article 5 in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes provided that the interests of the Holders would not be adversely affected thereby, to allow any Guarantor or (9) Xxxxxx Debtor Subsidiary to evidence enter into additional Collateral Documents, provided that the interests of the Holders would not be adversely affected thereby, or to provide for the acceptance issuance of appointment under Additional Notes, in accordance with the Indenture of a successor Trusteelimitations set forth in the Indenture.

Appears in 1 contract

Samples: Exhibit T3c (Assisted Living Concepts Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture, the Indenture Notes, the Note Guarantees, the Collateral Sharing Agreement or the Notes Security Documents may be amended or supplemented without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes and (b) any default may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Indenture Issuers and the Trustee may amend or supplement the Indenture, the Notes, the Note Guarantees or the Notes may be amended or supplemented Security Documents (1i) to cure any ambiguity, omission, defect or inconsistency, ; (2ii) to comply with Article 5; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (3iv) to provide add additional Note Guarantees with respect to the Notes; (v) to add to the covenants of the Issuers for the assumption of an Issuer’s obligations to Holders benefit of the Notes pursuant Holders or to Article 5 of surrender any right or power herein conferred upon the Indenture, Issuers; (4vi) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, ; (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6vii) to provide for the issuance of the Exchange Notes, Private Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to the Original Notes in accordance with (except that the limitations set forth transfer restrictions contained in the IndentureOriginal Notes shall be modified or eliminated, as appropriate), and which shall be treated, together with any outstanding Original Notes, as a single issue of securities; (7viii) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements any requirement of the SEC Commission in order to effect connection with qualifying, or maintain maintaining the qualification of, this Indenture under the TIA; (ix) if necessary, in connection with any addition or release of Collateral permitted under the terms of the Indenture under or the Trust Indenture Act Security Documents; or (9x) prior to evidence the Discharge of Credit Agreement Obligations, to give effect to any amendment, waiver or provide for consent in respect of any Security Document or the acceptance Collateral Sharing Agreement that does not materially affect the rights of appointment under the Indenture of a successor TrusteeHolders.

Appears in 1 contract

Samples: On Semiconductor Corp

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesNotes voting as a single class, and any existing default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes (other than a Default or Event of Default in the payment of the principal of or premium, if any, Liquidated Damages, if any, or interest on the Notes) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesNotes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to ; provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, (3or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) to of the Code); provide for the assumption of an Issuer’s the Company's obligations to Holders of Notes in the Notes pursuant to Article 5 case of a merger or consolidation or sale of all or substantially all of the Indenture, (4) to Company's assets; make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to ; provide for the issuance of Additional Notes in accordance with the limitations provisions set forth in this Indenture; evidence and provide for the acceptance of an appointment of a successor Trustee; conform this Indenture or the Notes to the "Description of Notes" set forth in the Indenture, (7) to Offering Memorandum; add any additional Guarantor Subsidiary Guarantees with respect to the Notes Notes; or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the this Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTIA.

Appears in 1 contract

Samples: Registration Rights Agreement (Greenbrier Companies Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the such legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwiseIndenture, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act, (9) to provide for the reorganization of the Company as any other form of entity in accordance with the second paragraph of Section 5.01 of the Indenture or (910) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 1 contract

Samples: Indenture (PetroLogistics LP)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s or any Subsidiary Guarantor’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, including the addition of any required co-issuer of the Notes, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Subsidiary Guarantor with respect to the Notes or to evidence the release of any Subsidiary Guarantor from its Subsidiary GuaranteeGuarantee or to add the guarantee of the Company’s parent entity or to evidence the release of such entity’s guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or Act, (9) to provide for the reorganization of the Company as any other form of entity in accordance with the second paragraph of Section 5.01 of the Indenture, (10) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or (11) to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a substantially verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver to or under the Indenture or any Note may not (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption or repurchase of the Notes (other than provisions relating to Sections 4.10 and 4.15 of the Indenture prior to the time the Company’s obligation to offer to repurchase the Notes arises); (c) reduce the rate of or change the time for payment of interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, interest or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in currency other than that stated in the Notes; (f) make any change in the provisions of the Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of or premium, if any, interest or Additional Interest, if any, on the Notes (except as permitted in clause (h) below); (g) waive a redemption or repurchase payment with respect to any Note; (h) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (i) make any change in the amendment, supplement and waiver provisions contained in the Indenture.

Appears in 1 contract

Samples: Chesapeake Oilfield (Mid-States Oilfield Supply LLC)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Securities Guarantee or the 2027 Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesOutstanding Securities affected by such amendment or supplemental indenture voting as a single class, and any existing default Default or Event of Default or compliance with any provision of the Indenture Indenture, the Securities Guarantee or the 2027 Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesOutstanding Securities affected thereby voting as a single class. Without the consent of any Holder of a 2027 Note, the Indenture Indenture, the Securities Guarantee or the 2027 Notes may be amended or supplemented (1) to to, among other things, cure any ambiguity, defect or inconsistency, (2) ; to provide for uncertificated 2027 Notes in addition to or in place of certificated 2027 Notes, (3) ; to provide for the assumption of an the Issuer’s obligations to Holders of 2027 Notes in the Notes pursuant to Article 5 case of a merger or consolidation or sale of all or substantially all of the Indenture, (4) Issuer’s assets; add additional Guarantees with respect to the 2027 Notes; secure the 2027 Notes; to make any other change that would provide any additional rights or benefits to the Holders of the 2027 Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes ; or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the applicable Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeAct.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Ventas Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 Five of the Eighteenth Supplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform Holder of the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any HolderNotes, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Eighteenth Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Eighteenth Supplemental Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Eighteenth Supplemental Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Eighteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c) of the Eighteenth Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Eighteenth Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the prospectus supplement relating to the Notes dated January 18, 2023.

Appears in 1 contract

Samples: Supplemental Indenture (Genesis Energy Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the then outstanding Notes voting as a single class, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes, and any existing default Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes voting as a single class, including without limitation, in consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 hereof (including the related definitions) in a manner that does not materially adversely affect any Holder, (3) to provide for the assumption of an Issuer’s the Company's or any Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture hereunder of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 Holder of the Indenture or otherwiseNote, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the this Indenture under the Trust Indenture Act or (9) TIA, to add a Guarantor pursuant to Section 12.02 of the Indenture, and to evidence or and provide for the acceptance of the appointment under the Indenture of a successor TrusteeTrustee pursuant to Section 7.08 and 7.09 of the Indenture.

Appears in 1 contract

Samples: Ubiquitel Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes Note Documents may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes Note Documents may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes Note Documents may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of the Notes pursuant to Article ARTICLE 5 or ARTICLE 10 of the Indenture, as applicable, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture Note Documents of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum Description of Notes shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor or Collateral with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary GuaranteeGuarantee or the release of any Liens, in each case as provided in the IndentureIndenture or the other Note Documents, as applicable, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or TIA, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee or a successor Collateral Trustee, (10) to conform the text of the Note Documents to any provision described in the Description of Notes, (11) to make, complete or confirm any grant of Collateral permitted or required by the Note Documents; (12) to release or subordinate Liens on Collateral in accordance with the Note Documents; (13) with respect to the Note Documents, as provided in the Intercreditor Agreement and the Collateral Trust Agreement; and (14) to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes or the Subsidiary Guarantees when such release, termination or discharge is provided for in accordance with the Note Documents.

Appears in 1 contract

Samples: Settlement Agreement (Linn Energy, LLC)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture, the Indenture Notes, the Note Guarantees, the Collateral Sharing Agreement or the Notes Security Documents may be amended or supplemented without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes and (b) any default may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Indenture Issuers and the Trustee may amend or supplement the Indenture, the Notes, the Note Guarantees or the Notes may be amended or supplemented Security Documents (1i) to cure any ambiguity, omission, defect or inconsistency, ; (2ii) to comply with Article 5 of the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (3iv) to provide add additional Note Guarantees with respect to the Notes; (v) to add to the covenants of the Issuers for the assumption of an Issuer’s obligations to Holders benefit of the Notes pursuant Holders or to Article 5 of surrender any right or power herein conferred upon the Indenture, Issuers; (4vi) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, ; (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6vii) to provide for the issuance of the Exchange Notes, Private Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to the Original Notes in accordance with (except that the limitations set forth transfer restrictions contained in the IndentureOriginal Notes shall be modified or eliminated, as appropriate), and which shall be treated, together with any outstanding Original Notes, as a single issue of securities; (7viii) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements any requirement of the SEC Commission in order to effect connection with qualifying, or maintain maintaining the qualification of, this Indenture under the TIA; (ix) if necessary, in connection with any addition or release of Collateral permitted under the terms of the Indenture under or the Trust Indenture Act Security Documents; or (9x) prior to evidence the Discharge of Credit Agreement Obligations, to give effect to any amendment, waiver or provide for consent in respect of any Security Document or the acceptance Collateral Sharing Agreement that does not materially affect the rights of appointment under the Indenture of a successor TrusteeHolders.

Appears in 1 contract

Samples: On Semiconductor Corp

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in the aggregate principal amount of the then outstanding Notes, voting as a single class, including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes, and any existing default Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class, including without limitation, in consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes or to alter the provisions of Article 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder, (3) to provide for the assumption of an Issuer’s the Company's or any Guarantor's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture hereunder of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 Holder of the Indenture or otherwiseNote, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the this Indenture under the Trust Indenture Act or (9) TIA, to add a Guarantor pursuant to Section 12.2 of the Indenture, and to evidence or and provide for the acceptance of the appointment under the Indenture of a successor TrusteeTrustee pursuant to Section 7.8 and 7.9 of the Indenture.

Appears in 1 contract

Samples: Indenture (Horizon PCS Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesSecurities, and any existing default or compliance with any provision of the Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesSecurities (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities). Without the consent of any Holder of a NoteSecurity, the Indenture or the Notes Securities may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities, (3) to provide for the assumption of an the Issuer’s obligations to Holders of the Notes pursuant to Article 5 Securities in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes Securities or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes Securities or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guaranteeguarantors), in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence conform the text of the Indenture or provide for the acceptance of appointment Securities to any provision in the Prospectus, dated ___ , 2010, with respect to the Securities, under the Indenture caption “Description of the Senior Notes,” to the extent that such provision was intended to be a successor Trusteeverbatim recitation of the Indenture, the Subsidiary Guarantees or the Securities.

Appears in 1 contract

Samples: Indenture (L 3 Communications Holdings Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act, (9) to provide for the reorganization of the Company as any other form of entity in Ex. 1 to App. - 8 accordance with the second paragraph of Section 5.01 of the Indenture or (910) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 1 contract

Samples: Indenture (Inergy L P)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Indenture or Indenture, the Notes and the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for Notes), and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, interest or Liquidated Damages, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes). Notwithstanding the foregoing, the provisions with respect to Asset Sales may be amended or supplemented with the consent of the Holders of at least two-thirds in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes). In addition, any amendment to the provisions of Article 10 and Article 12 of the Indenture (which relate to subordination) will require the consent of the Holders of at least 75% in aggregate amount of Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) if such amendment would adversely affect the rights of Holders of Notes. Without obtaining any necessary consents under the Credit Facility, the Company A-7 116 may not amend or supplement the subordination provisions with respect to the Notes. Without the consent of each Holder affected, however, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder): (i) reduce the principal amount of Notes; (ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes or any Change of Control Offer; (iii) reduce the rate of or change the time for payment of interest or Liquidated Damages, if any, on any Notes; (iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (v) make any Note payable in money other than that stated in the Notes; (vi) waive a redemption or repurchase payment with respect to any Note; or (vii) make any change in the foregoing amendment and waiver provisions. Without the consent of any Holder of a NoteNotes, the Indenture Company, the Guaranteeing Subsidiaries and the Trustee may amend or supplement the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s the Company's or a Guaranteeing Subsidiary's obligations to Holders of the Notes pursuant to Article 5 in case of the Indenturea merger, (4) transfer of assets or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act TIA or (9) to evidence or provide for allow any Guaranteeing Subsidiary to guarantee the acceptance of appointment under the Indenture of a successor TrusteeNotes.

Appears in 1 contract

Samples: Graham Field Health Products Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement), and any existing default Default or Event of Default or compliance with any provision of the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement). Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be amended or supplemented (1subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement): (i) to cure any ambiguity, defect or inconsistency, ; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (3iii) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the Notes pursuant to Article 5 case of the Indenturea merger or consolidation or sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets, as applicable; (4iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change ; (v) to conform the Indenture text of the Indenture, the Notes, the relevant Security Documents or the Note Guarantees to any provision of the “Description of the New Second Lien Notes” section of the Issuers’ Offering Memorandum dated April 17, 2020, to the Offering Memorandum shall not extent that such provision in that “Description of the New Second Lien Notes” was intended to be deemed to adversely affect a verbatim recitation of a provision of the legal rights under Indenture, the Indenture of any HolderNotes, (5) to secure the Notes relevant Security Documents or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, Note Guarantees; (6vi) to provide for the issuance of Additional Notes and related Note Guarantees (and the grant of security for the benefit of the Additional Notes and related Note Guarantees) or PIK Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in the Indenture, ; (7vii) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Note Guarantee, in each case as provided in the Indenture, ; (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9viii) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or evidence and provide for a successor or replacement Collateral Trustee under the Security Documents; (ix) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral or discharge or termination of any Lien on Collateral that becomes effective as set forth in the Indenture or any of the Security Documents; (x) to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under the Indenture or any of the Security Documents; (xi) to mortgage, pledge, hypothecate or grant a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of this Indenture or otherwise; (xii) to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture and the relevant Security Document; (xiii) with respect to the Security Documents, as provided in the Collateral Trust Agreement; (xiv) to make any change not adverse to the Holders of the Notes in order to facilitate entry into the ABL Documents, Priority Lien Documents or other Junior Lien Documents; (xv) in the event that any PIK Notes are issued as Definitive Notes, to make appropriate amendments to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes; and (xvi) in the event of an issuance of MFN Debt, to increase the interest rate or provide for earlier final maturity or required payments of principal pursuant to Section 4.09(d) of the Indenture.

Appears in 1 contract

Samples: Indenture (CSI Compressco LP)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture, the Indenture Notes, the Guarantees or the Notes Security Documents may be amended or supplemented without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes and (b) any default may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Indenture Company and the Trustee may amend or supplement the Indenture, the Notes, the Guarantees or the Notes may be amended or supplemented Security Documents (1i) to cure any ambiguity, omission, defect or inconsistency, ; (2ii) to comply with Article V or Article XI of the Indenture; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (3iv) to provide add additional Guarantees with respect to the Notes; (v) to add to the covenants of the Company for the assumption of an Issuer’s obligations to Holders benefit of the Notes pursuant Holders or to Article 5 of surrender any right or power herein conferred upon the Indenture, Company; (4vi) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, ; (5vii) to secure comply with any requirement of the Notes Commission in connection with qualifying, or maintaining the Subsidiary Guarantees pursuant to Section 4.12 qualification of, this Indenture under the TIA; or (vii) if necessary, in connection with any addition or release of Collateral permitted under the terms of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeSecurity Documents.

Appears in 1 contract

Samples: Cricket Communications Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesSecurities, and any existing default or compliance with any provision of the Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesSecurities (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities). Without the consent of any Holder of a NoteSecurity, the Indenture or the Notes Securities may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities, (3) to provide for the assumption of an the Issuer’s obligations to Holders of the Notes pursuant to Article 5 Securities in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes Securities or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes Securities or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guaranteeguarantors, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence conform the text of the Indenture or provide for the acceptance of appointment Securities to any provision in the Prospectus, dated May 8, 2013, as supplemented by the Prospectus Supplement, dated May 13, 2014, with respect to the Securities, under the Indenture captions “Description of the Senior Notes” and “Description of Senior Unsecured Notes,” to the extent that such provision was intended to be a successor Trusteeverbatim recitation of the Indenture, the Subsidiary Guarantees or the Securities.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (L 3 Communications Corp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or and the 20[●] Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding 20[●] Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of not less than a majority in principal amount of the then outstanding 20[●] Notes. Without the consent of any Holder of a Notethe 20[●] Notes, the Indenture or and the 20[●] Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuerthe Company’s obligations to Holders of the 20[●] Notes in case of a merger or consolidation or sale of all or substantially all of the Company’s assets pursuant to or to otherwise comply with Article 5 X of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture add to the Offering Memorandum shall not be deemed covenants of the Company for the benefit of the Holders of the 20[●] Notes or to adversely affect the legal rights surrender any right or power under the Indenture conferred upon the Company, to add any additional Events of Default for the benefit of the Holders of the 20[●] Notes, to add to the rights of the Holders of the 20[●] Notes, to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the 20[●] Notes and to add to or change any Holder, (5) to secure of the Notes or the Subsidiary Guarantees pursuant to Section 4.12 provisions of the Indenture as shall be necessary to provide for or otherwisefacilitate the administration of the trusts under the Indenture by more than one Trustee, (6) pursuant to the requirements of Section 7.11 of the Indenture, or to provide for the issuance of Additional Notes in accordance with the limitations set forth in provisions of the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 1 contract

Samples: Indenture (Metlife Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwiseIndenture, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act, (9) to provide for the reorganization of the Company as any other form of entity in accordance with the second paragraph of Section 5.01 of the Indenture or (910) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 1 contract

Samples: Indenture (Natural Resource Partners Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuerthe Company’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 1 contract

Samples: Supplemental Indenture (Exterran Holdings Inc.)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount Principal Amount of the then outstanding Notes voting as a single class, and, subject to Sections 6.04, 6.07 and 6.08 of the Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, on, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) may be waived by the Holders of at least a majority in Principal Amount of Notes then outstanding voting as a single class. Subject to Sections 6.04, 6.07 and any existing default or 6.08 of the Indenture, compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount Principal Amount of the then outstanding NotesNotes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) ; to provide for uncertificated Notes in addition to or in place of certificated Notes, Certificated Notes or to alter the provisions of Article 2 of the Indenture (3including the related definitions) in a manner that does not adversely affect any Holder; to provide for the assumption of an Issuer’s the Company's obligations to the Holders of the Notes by a successor to the Company pursuant to Article 5 of the Indenture, (4) ; to make any change that would provide any additional rights or benefits to the Holders of the Notes or Notes; to make any change that is not inconsistent with the Indenture and does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture Holder of any Holder, (5) to secure the Notes Notes; or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTIA.

Appears in 1 contract

Samples: Mercantile Bankshares Corp

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AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Note Guarantees, the Notes and the Collateral Documents may be amended or supplemented with the consent of the Holders of at least a majority not less than 66-2/3% in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any), and any existing default or compliance with any provision of the Indenture Indenture, the Note Guarantees, the Notes or the Notes Collateral Documents may be waived with the consent of the Holders of a majority not less than 66-2/3% in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any). Without the consent of any Holder of a Note, the Indenture Indenture, the Note Guarantees, the Notes or the Notes Collateral Documents may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s the Company's or Guarantor's obligations to Holders of the Notes pursuant to Article 5 in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act, to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes provided that the interests of the Holders would not be adversely affected thereby, to allow any Guarantor or (9) Heller Debtor Subsidiary to evidence enter into additional Collateral Documentx, xxxvided that the interests of the Holders would not be adversely affected thereby, or to provide for the acceptance issuance of appointment under Additional Notes, in accordance with the Indenture of a successor Trusteelimitations set forth in the Indenture.

Appears in 1 contract

Samples: Indenture (Assisted Living Concepts Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesNotes (subject to Section 2.09). Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that Holder in any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holdermaterial respect, (54) to secure the Notes or the Subsidiary Guarantees Guarantee pursuant to Section 4.12 4.15 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (75) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, Guarantee in each case as provided in accordance with Article 10 of the Indenture, (8) 6) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or TIA, (97) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (8) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security documents or any discharge or release of any Collateral that is permitted by the Indenture or any of the Note Documents; (9) to implement any amendment contemplated by Section 4.24(a)(iii), Section 4.29(b)(iii)(3) or Section 4.47 of the Indenture, (10) with respect to the Security Documents, as provided in the Intercreditor Agreement, or (11) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture.

Appears in 1 contract

Samples: First Supplemental Indenture (Northern Oil & Gas, Inc.)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed not to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 1 contract

Samples: Supplemental Indenture (Western Refining Logistics, LP)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Securities Guarantee or the 2024 Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesOutstanding Securities affected by such amendment or supplemental indenture voting as a single class, and any existing default Default or Event of Default or compliance with any provision of the Indenture Indenture, the Securities Guarantee or the 2024 Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesOutstanding Securities affected thereby voting as a single class. Without the consent of any Holder of a 2024 Note, the Indenture Indenture, the Securities Guarantee or the 2024 Notes may be amended or supplemented (1) to to, among other things, cure any ambiguity, defect or inconsistency, (2) ; to provide for uncertificated 2024 Notes in addition to or in place of certificated 2024 Notes, (3) ; to provide for the assumption of an the Issuer’s obligations to Holders of 2024 Notes in the Notes pursuant to Article 5 case of a merger or consolidation or sale of all or substantially all of the Indenture, (4) Issuer’s assets; to add additional Securities Guarantees with respect to the 2024 Notes; to secure the 2024 Notes; to make any other change that would provide any additional rights or benefits to the Holders of the 2024 Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes ; or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the applicable Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeAct.

Appears in 1 contract

Samples: Supplemental Indenture (Ventas Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Pledge Agreement or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s the Company's obligations to Holders of the Notes pursuant to Article 5 in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture or Pledge Agreement of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act. Without the consent of at least 75% in aggregate principal amount of the Notes then outstanding, no waiver or amendment to the Indenture or the Pledge Agreement may (i) release any Collateral from the Lien created by the Indenture and the Pledge Agreement, (ii) alter any of the provisions of the Pledge Agreement in a manner that adversely affects the rights of any Holder, or (9iii) to evidence make any change in Section 4.10 or provide for the acceptance 4.13 or Article 10 of appointment under the Indenture that adversely affect the rights of a successor Trusteeany Holder of Notes.

Appears in 1 contract

Samples: Collateral Pledge and Security Agreement (Global Broadcasting Systems Inc/Fa)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article Section 5 of the First Supplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the First Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Subsidiary Guarantor with respect to the Notes or to evidence the release of any Subsidiary Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or TIA, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or (10) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision described in the “Description of Notes” contained in the Offering Memorandum.

Appears in 1 contract

Samples: Indenture (Linn Energy, LLC)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Notes or any Security Document may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then then-outstanding Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then then-outstanding Notes, if any, voting as a single class. Without the consent of any Holder of a NoteHolder, the Indenture or the Notes Note Documents may be amended or supplemented to: (1a) to cure any ambiguity, defect or inconsistency, ; (2b) to provide for uncertificated Notes notes in addition to or in place of certificated Notes, notes or to alter the provisions of the Indenture relating to the form of the Notes (3including the related definitions) to in a manner that does not materially adversely affect the legal rights of any holder; (c) provide for the assumption of an Issuer’s or a Guarantor’s obligations to the Holders of the Notes by a successor to an Issuer or a Guarantor pursuant to Article 5 Section 5.01 of the Indenture, ; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, ; (5e) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; (f) allow any Guarantor to execute a supplemental indenture, (7) a joinder to add any additional Guarantor the Security Documents and/or a Note Guarantee with respect to the Notes Notes; provided that any such supplemental indenture, joinder and/or Note Guarantee need only be executed by such Guarantor; (g) provide for the issuance of exchange notes or to evidence private exchange notes; (h) conform the release text of any Guarantor from its Subsidiary Guarantee, in each case as provided Note Document to any provision in the Indenture, Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of a Note Document; (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9i) to evidence or and provide for the acceptance of and appointment under the Indenture of a successor TrusteeTrustee thereunder pursuant to the requirements thereof; (j) add assets to the Collateral or release Collateral from any Lien as permitted under the Indenture; (k) mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee for the benefit of the Holders; (l) provide extensions with respect to timing for, or modifications to the ministerial or administrative requirements for granting Liens, to the extent not prohibited under the Security Documents; (m) enter into intercreditor arrangements with respect to the Secured Debt regarding the Collateral; (n) provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification to the Credit Facilities or other Secured Debt; or (o) if any amendments have been made to the Credit Facilities with the consent of the Credit Agreement Administrative Agent (and not including any amendments that were obtained with the consent or waiver of the lenders thereunder) pursuant to Section 1.04 thereof as in effect on the Issue Date (which provides for certain amendments to be made to the Credit Facilities following a change in GAAP or in the application thereof, a change in the functional currency reflected in the financial statements of BPR and its Restricted Subsidiaries or an election by, or requirement that, BPR and its Restricted Subsidiaries report under IFRS), to provide for corresponding amendments to be made to the Indenture.

Appears in 1 contract

Samples: Indenture (Brookfield Property REIT Inc.)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesNotes (subject to Section 2.09). Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that Holder in any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holdermaterial respect, (54) to secure the Notes or the Subsidiary Guarantees Guarantee pursuant to Section 4.12 4.15 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (75) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, Guarantee in each case as provided in accordance with Article 10 of the Indenture, (8) 6) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or TIA, (97) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (8) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security documents or any discharge or release of any Collateral that is permitted by the Indenture or any of the Note Documents; (9) to implement any amendment contemplated by Section 4.24(a)(iii), Section 4.29(b)(iii)(3) or Section 4.47 of the Indenture, (10) with respect to the Security Documents, as provided in the Intercreditor Agreement, or (110) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture.

Appears in 1 contract

Samples: Third Supplemental Indenture (Northern Oil & Gas, Inc.)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 Five of the Twentieth Supplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform Holder of the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any HolderNotes, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Twentieth Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Twentieth Supplemental Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Twentieth Supplemental Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Twentieth Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c) of the Twentieth Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Twentieth Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the prospectus supplement relating to the Notes dated November 30, 2023.

Appears in 1 contract

Samples: Indenture (Genesis Energy Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Exhibit 1 to App. – 8 Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or (10) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision described in the “Description of Notes” contained in the Offering Memorandum.

Appears in 1 contract

Samples: Supplemental Indenture (Linn Energy, LLC)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s 's obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 1 contract

Samples: Indenture (Martin Midstream Partners Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or Indenture, the Notes or any Subsidiary Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and, subject to the terms of the Indenture and any applicable Subsidiary Guarantee, any existing default (other than a default in the payment of the principal of, premium, if any, or interest on, the Notes) or compliance with any provision of the Indenture or Indenture, the Notes or any Subsidiary Guarantee may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or Indenture, the Notes and any Subsidiary Guarantee may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to comply with Article 5 of the Indenture, to provide for the assumption of an Issuer’s the Company's or any Subsidiary Guarantor's obligations to Holders of the Notes pursuant to Article 5 of the IndentureNotes, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform add covenants for the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 benefit of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes Holders or to evidence surrender any right or power conferred upon the release of any Guarantor from its Subsidiary GuaranteeCompany, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act TIA, to add a Subsidiary Guarantor under the Indenture, or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trusteetrustee in compliance with the requirements of Section 7.10 of the Indenture.

Appears in 1 contract

Samples: KSL Recreation Group Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented (1) to cure any ambiguity, omission, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuerthe Company’s or a Guarantor’s obligations to Holders of the Notes pursuant to Article 5 of the Third Supplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such HolderHolder including any increase in the Conversion Rate or other consideration due upon conversion of the Notes (whether or not subject to time limitations or other conditions), provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwiseGuarantees, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification Section 11.11 of the Indenture under Third Supplemental Indenture, and to make the Trust Indenture Act or (9) to evidence or provide for other amendments and supplements described in Section 9.01 of the acceptance of appointment under the Indenture of a successor TrusteeThird Supplemental Indenture.

Appears in 1 contract

Samples: Third Supplemental Indenture (Whiting Petroleum Corp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsexceptions set forth in the Indenture, (a) the Indenture, the Indenture Notes, the Note Guarantees or the Notes Security Documents may be amended or supplemented without prior notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes and (b) any default may be waived with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without Subject to certain exceptions set forth in the Indenture, without the consent of any Holder of a NoteHolder, the Indenture Issuers and the Trustee may amend or supplement the Indenture, the Notes, the Note Guarantees or the Notes may be amended or supplemented Security Documents (1i) to cure any ambiguity, omission, defect or inconsistency, ; (2ii) to comply with Article 5; (iii) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code; (3iv) to provide add additional Note Guarantees with respect to the Notes; (v) to add to the covenants of the Issuers for the assumption of an Issuer’s obligations to Holders benefit of the Notes pursuant Holders or to Article 5 of surrender any right or power herein conferred upon the Indenture, Issuers; (4vi) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, ; (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6vii) to provide for the issuance of the Exchange Notes, Private Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to the Original Notes in accordance with (except that the limitations set forth transfer restrictions contained in the IndentureOriginal Notes shall be modified or eliminated, as appropriate), and which shall be treated, together with any outstanding Original Notes, as a single issue of securities; (7viii) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements any requirement of the SEC Commission in order to effect connection with qualifying, or maintain maintaining the qualification of the of, this Indenture under the Trust Indenture Act TIA; or (9ix) to evidence if necessary, in connection with any addition or provide for the acceptance release of appointment Collateral permitted under the terms of this Indenture of a successor Trusteeor Security Documents.

Appears in 1 contract

Samples: On Semiconductor Corp

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe exceptions set forth in the Indenture, the Indenture or Indenture, the Notes Notes, the Note Guarantees and the Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class, and any existing default Default or Event of Default or compliance with any provision of the Indenture Indenture, the Notes or the Notes Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes (including, without limitation, Additional Notes, if any) then outstanding Notesvoting as a single class. Without the consent of any Holder of a NoteNotes, to the extent any such change would not adversely affect the Holders of Notes, the Indenture Indenture, the Notes, the Note Guarantees, the Security Documents or the Notes Intercreditor Agreement may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, ; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (3) to provide for the assumption of an Issuer’s obligations the Company's or a Guarantor's Obligations to the A1-8 Holders of the Notes pursuant to Article 5 and Note Guarantees in the case of a merger or consolidation or sale of substantially all of the IndentureCompany's or such Guarantor's assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, ; (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or TIA; (96) to evidence provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date; (7) to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Note Guarantee with respect to the Notes or to release any Guarantor from its Note Guarantee as provided or permitted by the terms of the Indenture; (8) to provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee with respect to the Notes issued under the Indenture; or (9) to make, complete or confirm any Note Guarantee or any grant of Collateral permitted or required by the Indenture (including, without limitation, to provide for pari passu Liens permitted pursuant to sub-clause (b)(ii) of the proviso in clause (6) of the definition of "Permitted Liens" set forth in Section 1.01 of the Indenture) or any of the Security Documents or any discharge or release of any Note Guarantee or any Collateral that is permitted by the Indenture or any of the Security Documents. Any amendment to, or waiver of, any provision of the Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes and the Note Guarantees will require the consent of the Holders of at least 662/3% in aggregate principal amount of the Notes then outstanding.

Appears in 1 contract

Samples: Paperweight Development Corp

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Securities Guarantee or the 2023 Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesOutstanding Securities affected by such amendment or supplemental indenture voting as a single class, and any existing default Default or Event of Default or compliance with any provision of the Indenture Indenture, the Securities Guarantee or the 2023 Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesOutstanding Securities affected thereby voting as a single class. Without the consent of any Holder of a 2023 Note, the Indenture Indenture, the Securities Guarantee or the 2023 Notes may be amended or supplemented (1) to to, among other things, cure any ambiguity, defect or inconsistency, (2) ; to provide for uncertificated 2023 Notes in addition to or in place of certificated 2023 Notes, (3) ; to provide for the assumption of an the Issuer’s obligations to Holders of 2023 Notes in the Notes pursuant to Article 5 case of a merger or consolidation or sale of all or substantially all of the Indenture, (4) Issuer’s assets; add additional Guarantees with respect to the 2023 Notes; secure the 2023 Notes; to make any other change that would provide any additional rights or benefits to the Holders of the 2023 Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes ; or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the applicable Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeAct.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Ventas Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Indenture or Indenture, the Notes and the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of or, tender offer or exchange offer for Notes), and any existing default Default or Event of Default or compliance with any provision of the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes). Without the consent of any Holder of a NoteNotes, the Indenture Company and the Trustee may amend or supplement the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s the Company's or a Subsidiary Guarantor's obligations to Holders of Notes in the Notes pursuant to Article 5 case of the Indenturea merger, (4) consolidation or sale of assets, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act. Any amendments with respect to subordination provisions of the Notes or (9) to evidence or provide for the acceptance Subsidiary Guarantees would require the consent of appointment under the Indenture Holders of a successor Trusteeat least 75% in aggregate amount of Notes then outstanding if such amendment would adversely affect the rights of the Holders of Notes.

Appears in 1 contract

Samples: Supplemental Indenture (Supermarket Cigarette Sales Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 Five of the Supplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform Holder of the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any HolderNotes, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Supplemental Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c) of the Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the Prospectus Supplement relating to the Notes dated May 12, 2014.

Appears in 1 contract

Samples: Supplemental Indenture (Genesis Energy Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 Five of the Twenty-First Supplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform Holder of the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any HolderNotes, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Twenty-First Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Twenty-First Supplemental Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Twenty-First Supplemental Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Twenty-First Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c) of the Twenty-First Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Twenty-First Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the prospectus supplement relating to the Notes dated May 6, 2024.

Appears in 1 contract

Samples: Supplemental Indenture (Genesis Energy Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default Default or compliance with any provision of the Indenture Indenture, the Notes or the Notes Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Notwithstanding the foregoing, other than as provided in Section 9.1 of the Indenture, without the consent of the Holders of not less than two-thirds in aggregate principal amount of the Notes at the time outstanding, the Company, the Guarantors and the Trustee may not amend or supplement the Collateral Agreements, or waive or modify the rights of the Holders thereunder. Without the consent of any Holder of a Note, the Indenture Indenture, the Notes or the Notes Guarantees may be amended or supplemented (1) and the Collateral Agreements may be amended, supplemented, terminated or replaced to cure any ambiguity, defect or inconsistency, (2) ; to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) Notes or to alter the provisions of Article II of the Indenture in a manner that does not adversely affect any Holder; to provide for the assumption of an Issuerthe Company’s obligations to the Holders of the Notes in the case of a merger or consolidation pursuant to Article 5 V of the Indenture, (4) ; to provide for additional Guarantors as set forth in Section 4.17 of the Indenture or for the release or assumption of a Guarantee in compliance with the Indenture; to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture or under the Collateral Agreements of any such HolderHolder of the Notes; to comply with the provisions of the Depositary, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes Euroclear or Clearstream or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor Trustee with respect to the provisions of this Indenture or the Notes relating to transfers and exchanges of Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) beneficial interests therein; to comply with the requirements of the SEC in order to effect or maintain the qualification of the this Indenture under the Trust Indenture Act or (9) TIA; to evidence or and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Notes; to evidence and provide for a new or replacement lender under a Credit Agreement so long as such amended, supplemented or replacement Collateral Agreements do not, as a whole, adversely affect the second-priority Lien in favor of the Trustee or the rights of the Holders under the Collateral Agreements or under the Indenture; to terminate and release control agreements in respect of deposit accounts and securities accounts in connection with the closing of any deposit accounts or securities accounts by the Company; or to add or release Collateral in compliance with the terms of the Indenture of a successor Trusteeand the Collateral Agreements.

Appears in 1 contract

Samples: Orbital Sciences Corp /De/

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesNotes voting as a single class, and any existing default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes (other than a Default or Event of Default in the payment of the principal of or premium, if any, Additional Interest, if any, or interest on the Notes) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesNotes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to ; provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, (3or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) to of the Code); provide for the assumption of an Issuer’s the Company's obligations to Holders of Notes in the Notes pursuant to Article 5 case of a merger or consolidation or sale of all or substantially all of the Indenture, (4) to Company's assets; make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to ; provide for the issuance of Additional Notes in accordance with the limitations provisions set forth in this Indenture; evidence and provide for the acceptance of an appointment of a successor trustee; conform this Indenture or the Notes to the "Description of Notes" set forth in the Indenture, (7) to Offering Memorandum; add any additional Guarantor Subsidiary Guarantees with respect to the Notes Notes; or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTIA.

Appears in 1 contract

Samples: K&f Industries Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuerthe Company’s or any Subsidiary Guarantor’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, including the addition of any required co-issuer of the Notes, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the such legal rights under the Indenture of any Holderrights, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Subsidiary Guarantor with respect to the Notes or to evidence the release of any Subsidiary Guarantor from its Subsidiary GuaranteeGuarantee or to add the guarantee of the Company’s parent entity or to evidence the release of such entity’s guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or Act, (9) to provide for the reorganization of the Company as any other form of entity in accordance with the second paragraph of Section 5.01 of the Indenture, (10) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or (11) to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” in the Offering Memorandum to the extent that such provision in the “Description of Notes” was intended to be a substantially verbatim recitation of a provision of the Indenture, the Subsidiary Guarantees or the Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver to or under the Indenture or any Note may not (with respect to any Notes held by a non-consenting holder) (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption or repurchase of the Notes (other than notice provisions and other than provisions relating to Sections 4.10 and 4.15 of the Indenture prior to the time the Company’s obligation to offer to repurchase the Notes arises); (c) reduce the rate of or change the time for payment of interest on any Note; (d) waive a Default or Event of Default in the payment of principal of, or premium, if any, interest or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in currency other than that stated in the Notes; (f) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or premium, if any, interest or Additional Interest, if any, on the Notes (other than as permitted in clause (h) below); (g) waive a redemption or repurchase payment with respect to any Note; (h) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or the Indenture, except in accordance with the terms of the Indenture; or (i) make any change in the amendment, supplement and waiver provisions contained in the Indenture.

Appears in 1 contract

Samples: Indenture (Chesapeake Oilfield Operating LLC)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class, and any existing default Default or Event of Default or compliance with any provision of the Indenture or the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes, including Additional Notes, if any, voting as a single class. Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes or the Notes Subsidiary Guarantees may be amended or supplemented supplemented: (1i) to cure any ambiguity, defect or inconsistency, ; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (3iii) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of the Notes and Subsidiary Guarantees by a successor to such Issuer or such Guarantor pursuant to Article 5 of the Indenture, ; (4iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not will be deemed not to adversely affect the such legal rights under the Indenture of any Holder, rights; (5v) to secure the Notes or the Subsidiary Guarantees pursuant to Section the requirements of ‎Section 4.12 of the Indenture or otherwise, Indenture; (6vi) to provide for the issuance of Additional Notes in accordance with the limitations set forth in ‎Section 2.02 of the Indenture, ; (7vii) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, ; (8) viii) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee; (ix) to release Liens securing the Notes in accordance with the last paragraph of ‎Section 4.12 of the Indenture or to confirm and evidence such release or the termination or discharge of any such Lien; or (x) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTIA.

Appears in 1 contract

Samples: Supplemental Indenture (Delek Logistics Partners, LP)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs, the Indenture or and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for Notes), and any existing default Default or Event of Default (other than a payment Default) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for Notes). Without the consent of any Holder of a NoteHolder, the Indenture or the Notes may be amended or supplemented to: (1a) to cure any ambiguity, defect or inconsistency, ; (2b) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (3c) to provide for the assumption by a successor corporation of an Issuer’s obligations Services' Obligations to the Holders in the event of the Notes a merger, consolidation or disposition pursuant to Article 5 of the Indenture, ; (4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the SEC's requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act TIA; (e) to provide for additional guarantee with respect to the Notes or (9f) to evidence or provide for the acceptance of appointment make any change that does not materially adversely affect any Holder's legal rights under the Indenture. Any amendment to the provisions of Article 10 or Section 11.04 of the Indenture will require the consent of a successor Trusteethe Holders of at least 75% in aggregate principal amount of the Notes then outstanding if such amendment would adversely affect the rights of Holders of Notes. Certain amendments require the consent of each Holder adversely affected.

Appears in 1 contract

Samples: Corecomm Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesSecurities, and any existing default or compliance with any provision of the Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesSecurities (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities). Without the consent of any Holder of a NoteSecurity, the Indenture or the Notes Securities may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities, (3) to provide for the assumption of an the Issuer’s obligations to Holders of the Notes pursuant to Article 5 Securities in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes Securities or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes Securities or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guaranteeguarantors), in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence conform the text of the Indenture or provide for the acceptance of appointment Securities to any provision in the Prospectus, dated March 29, 2010, as supplemented by the Prospectus Supplement, dated November 17, 2011, with respect to the Securities, under the Indenture caption “Description of the Senior Notes,” to the extent that such provision was intended to be a successor Trusteeverbatim recitation of the Indenture, the Subsidiary Guarantees or the Securities.

Appears in 1 contract

Samples: L 3 Communications Holdings Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes Securities may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesSecurities, and any existing default or compliance with any provision of the Indenture or the Notes Securities may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesSecurities (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Securities). Without the consent of any Holder of a NoteSecurity, the Indenture or the Notes Securities may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities, (3) to provide for the assumption of an the Issuer’s obligations to Holders of the Notes pursuant to Article 5 Securities in case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes Securities or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes Securities or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guaranteeguarantors), in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence conform the text of the Indenture or provide for the acceptance of appointment Securities to any provision in the Prospectus, dated March 29, 2010, as supplemented by the Prospectus Supplement, dated February 2, 2011, with respect to the Securities, under the Indenture caption “Description of the Senior Notes,” to the extent that such provision was intended to be a successor Trusteeverbatim recitation of the Indenture, the Subsidiary Guarantees or the Securities.

Appears in 1 contract

Samples: L 3 Communications Holdings Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesNotes voting as a single class, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesNotes voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuerthe Company’s obligations to Holders of the Notes pursuant in case of a merger or consolidation, to Article 5 comply with the rules of any applicable securities depositary, to comply with applicable Gaming Laws, to the Indentureextent that such amendment or supplement is not materially adverse to the Holders of Notes, (4) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture including Section 4.09, to make any change that would provide any additional rights or benefits to the Holders of the Notes (including to provide for any guarantees of the Notes or any collateral securing the notes) or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act Act, or (9) to evidence or provide for the acceptance of appointment under allow any Guarantor to execute a supplemental indenture to the Indenture of and/or a successor TrusteeSubsidiary Guarantee with respect to the Notes.

Appears in 1 contract

Samples: Indenture (Penn National Gaming Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 Five of the Supplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform Holder of the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any HolderNotes, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Supplemental Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Supplemental Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c) of the Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the Prospectus Supplement relating to the Notes dated May 14, 2015.

Appears in 1 contract

Samples: Supplemental Indenture (Genesis Energy Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 Five of the Fourteenth Supplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform Holder of the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any HolderNotes, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Fourteenth Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Fourteenth Supplemental Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Fourteenth Supplemental Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Fourteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c) of the Fourteenth Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Fourteenth Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the prospectus supplement relating to the Notes dated January 9, 2020.

Appears in 1 contract

Samples: Supplemental Indenture (Genesis Energy Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, omission, defect or inconsistency, (2) to provide for the assumption of the Company’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (3) to provide for uncertificated Notes in addition to or in place of certificated Notes, (34) to provide for the assumption any security for, any guarantees of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide or any additional rights or benefits to obligors on the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any HolderNotes, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order any requirement to effect or maintain the qualification of the Indenture under the Trust TIA, (6) to add covenants that would benefit the Holders or to surrender any rights of the Company under the Indenture, (7) to add Events of Default with respect to the Notes, (8), to make any change that does not adversely affect any outstanding Notes; provided, that any change made solely to conform the provisions of the Indenture Act or the Notes to the Offering Memorandum will not be deemed to adversely affect any outstanding Notes, and (9) to evidence or provide for the acceptance release of appointment under any Guarantor from its Subsidiary Guarantee in accordance with the Indenture of a successor TrusteeIndenture.

Appears in 1 contract

Samples: Indenture (Endeavour International Corp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Exhibit 1 to App. - 8 Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or TIA, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or (10) to conform the text of the Indenture, the Subsidiary Guarantees or the Notes to any provision described in the “Description of Notes” contained in the Offering Memorandum.

Appears in 1 contract

Samples: Supplemental Indenture (Linn Energy, LLC)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement), and any existing default Default or Event of Default or compliance with any provision of the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement). Without the consent of any Holder of a NoteNotes, the Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be amended or supplemented (1subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement): (i) to cure any ambiguity, defect or inconsistency, ; (2ii) to provide for uncertificated Notes in addition to or in place of certificated Notes, ; (3iii) to provide for the assumption of an Issuer’s or a Guarantor’s obligations to Holders of Notes and Note Guarantees in the Notes pursuant to Article 5 case of the Indenturea merger or consolidation or sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets, as applicable; (4iv) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change ; (v) to conform the Indenture text of the Indenture, the Notes, the relevant Security Documents or the Note Guarantees to any provision of the “Description of Notes” section of the Issuers’ Offering Memorandum dated March 8, 2018, to the Offering Memorandum shall not extent that such provision in that “Description of Notes” was intended to be deemed to adversely affect a verbatim recitation of a provision of the legal rights under Indenture, the Indenture of any HolderNotes, (5) to secure the Notes relevant Security Documents or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, Note Guarantees; (6vi) to provide for the issuance of Additional Notes and related Note Guarantees (and the grant of security for the benefit of the Additional Notes and related Note Guarantees) in accordance with the limitations set forth in the Indenture, ; (7vii) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Note Guarantee, in each case as provided in the Indenture, ; (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9viii) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeTrustee or evidence and provide for a successor or replacement Collateral Trustee under the Security Documents; (ix) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral or discharge or termination of any Lien on Collateral that becomes effective as set forth in the Indenture or any of the Security Documents; (x) to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under the Indenture or any of the Security Documents; (xi) to mortgage, pledge, hypothecate or grant a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of this Indenture or otherwise; (xii) to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture and the relevant Security Document; (xiii) with respect to the Security Documents, as provided in the Collateral Trust Agreement; and (xiv) to make any change not adverse to the Holders of the Notes in order to facilitate entry into the ABL Documents or Junior Lien Documents.

Appears in 1 contract

Samples: Indenture (CSI Compressco LP)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s the Company's obligations to Holders of the Notes pursuant to Article 5 of the First Supplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum Company's prospectus relating to the offering of the notes shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the First Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) Act, to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, to add to, change or eliminate any provisions of the Indenture in respect of one or more other series of Securities or to establish the forms or terms of Securities of any other series as permitted by the Indenture.

Appears in 1 contract

Samples: Supplemental Indenture (Whiting Petroleum Corp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s or the Parent’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to not adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 1 contract

Samples: Indenture (Summit Midstream Partners, LP)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptionsthe following paragraphs and the provisions of the Indenture, the Indenture or Indenture, the Notes and the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or Indenture, the Notes and the Subsidiary Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). Any amendment to the provisions of Article 10 or 12 shall require the consent of the Holders of at least 75% in aggregate principal amount of Notes then outstanding if such amendment would adversely affect the rights of the Holders of Notes. Without the consent of any Holder of a NoteNotes, the Indenture Company, the Guarantors and the Trustee may amend or supplement the Indenture, the Notes or the Notes may be amended or supplemented (1) Subsidiary Guarantees to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s the Company's or a Guarantor's obligations to Holders of Notes in the Notes pursuant to Article 5 case of the Indenturea merger or consolidation, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for allow any Subsidiary to guarantee the acceptance of appointment under the Indenture of a successor TrusteeNotes.

Appears in 1 contract

Samples: Laralev Inc

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 Five of the Fifteenth Supplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform Holder of the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any HolderNotes, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Fifteenth Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Fifteenth Supplemental Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Fifteenth Supplemental Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Fifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c) of the Fifteenth Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Fifteenth Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the prospectus supplement relating to the Notes dated December 10, 2020.

Appears in 1 contract

Samples: Indenture (Genesis Energy Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture Indenture, the Securities Guarantee or the 2049 Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding NotesOutstanding Securities affected by such amendment or supplemental indenture voting as a single class, and any existing default Default or Event of Default or compliance with any provision of the Indenture Indenture, the Securities Guarantee or the 2049 Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding NotesOutstanding Securities affected thereby voting as a single class. Without the consent of any Holder of a 2049 Note, the Indenture Indenture, the Securities Guarantee or the 2049 Notes may be amended or supplemented (1) to to, among other things, cure any ambiguity, defect or inconsistency, (2) ; to provide for uncertificated 2049 Notes in addition to or in place of certificated 2049 Notes, (3) ; to provide for the assumption of an the Issuer’s obligations to Holders of 2049 Notes in the Notes pursuant to Article 5 case of a merger or consolidation or sale of all or substantially all of the Indenture, (4) Issuer’s assets; to add additional Securities Guarantees with respect to the 2049 Notes; to secure the 2049 Notes; to make any other change that would provide any additional rights or benefits to the Holders of the 2049 Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes ; or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC Commission in order to effect or maintain the qualification of the applicable Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor TrusteeAct.

Appears in 1 contract

Samples: Supplemental Indenture (Ventas Inc)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 Five of the Eighth Supplemental Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform Holder of the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any HolderNotes, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Eighth Supplemental Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Eighth Supplemental Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Eighth Supplemental Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Eighth Supplemental Indenture and the Base Indenture (as it relates to the Notes) with respect to the Notes under the Trust Indenture Act or Act, (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee, (10) to provide for the reorganization of the Company as any other form of entity in accordance with Section 5.01(c) of the Eighth Supplemental Indenture or (11) to conform the text of the Base Indenture (as it relates to the Notes), the Eighth Supplemental Indenture or the Notes to any provision of the section entitled “Description of Notes” in the prospectus supplement relating to the Notes dated August 7, 2017.

Appears in 1 contract

Samples: Supplemental Indenture (Genesis Energy Lp)

AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes, and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented (1) to cure any ambiguity, defect or inconsistency, (2) to provide for uncertificated Notes in addition to or in place of certificated Notes, (3) to provide for the assumption of an Issuer’s obligations to Holders of the Notes pursuant to Article 5 of the Indenture, (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, provided that any change to conform the Indenture to the Offering Memorandum shall not be deemed to adversely affect the legal rights under the Indenture of any Holder, (5) to secure the Notes or the Subsidiary Guarantees pursuant to Section 4.12 of the Indenture or otherwise, (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, (7) to add any additional Guarantor with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee, in each case as provided in the Indenture, (8) to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or (9) to evidence or provide for the acceptance of appointment under the Indenture of a successor Trustee.

Appears in 1 contract

Samples: Supplemental Indenture (Calumet Specialty Products Partners, L.P.)

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