SUPPLEMENTS AND WAIVERS. 61 SECTION 9.1 Without Consent of Holders and any Guarantor.............. 61 SECTION 9.2 With Consent of Holders................................... 62 SECTION 9.3
SUPPLEMENTS AND WAIVERS. With the written consent of the Required Senior Lenders, the Collateral Trustee, AWNA and the BFI Companies may from time to time amend, supplement or waive any provision hereof; provided, however, that, after the occurrence and during the continuance of an Event of Default and the acceleration of the principal amount of all the Secured Obligations (to the extent capable of being accelerated) due under the Credit Agreement, the BFI Indenture or the AWNA Indenture, no such amendment, supplement or waiver shall without the written consent of the AWNA Trustee or the BFI Trustee adversely affect the rights of the holders of the AWNA Indenture Debt or the BFI Indenture Debt, as applicable, to equal and ratable security to the extent and for the periods contemplated by this Agreement. Any such amendment, supplement or waiver shall be binding upon the Secured Parties and their respective successors and assigns.
SUPPLEMENTS AND WAIVERS. This Agreement may be amended, waived, terminated, supplemented or otherwise modified pursuant to a writing executed by the Master Collateral Agent, each Beneficiary, each Financing Source, National, NFLP, GM and the Servicer; provided, however, that (i) the consent of each Beneficiary and each Financing Source need not be obtained in connection with the execution of a supplement or amendment that only adds a Financing Source or Beneficiary as a party to this Agreement and (ii) an amendment may be executed without the consent of a Beneficiary or a Financing Source if such amendment is effected only to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement or any other such Related Document; provided, such action pursuant to this clause shall not adversely affect the interests of a Beneficiary or a Financing Source in any material respect. Additional Financing Sources or Beneficiaries may from time to time become parties hereto and Financing Sources or Beneficiaries hereunder by the execution of a Supplement by such additional Financing Source or Beneficiary, the Master Collateral Agent, the Servicer, National and NFLP. The Servicer shall give the Rating Agencies prior written notice of any amendment, supplement, waiver or modification of this Agreement. Upon execution of a Supplement, the Servicer shall furnish a copy thereof to the other parties hereto.
SUPPLEMENTS AND WAIVERS. 56 SECTION 8.01. Without Consent of Holders..................................................................... 56 SECTION 8.02. With Consent of Holders........................................................................ 57 SECTION 8.03. Revocation and Effect of Consent............................................................... 58 SECTION 8.04. Notation on or Exchange of Securities.......................................................... 58 SECTION 8.05. Trustee to Sign Amendments, Etc................................................................ 58
SUPPLEMENTS AND WAIVERS. Section 9.1 With Consent of the Holders 100 Section 9.2 Without Consent of the Holders 101 Section 9.3 Effect of Indenture Supplements 102 Section 9.4 Documents to be Given to the Trustee 103 Section 9.5 Notation on or Exchange of Notes 103 Section 9.6 Meetings of Holders 103 Section 9.7 Voting by the Issuer and Any Affiliates Thereof 104 ARTICLE X MISCELLANEOUS Section 10.1 Payments; Currency Indemnity 104 Section 10.2 Governing Law 105 Section 10.3 No Waiver; Cumulative Remedies 105 Section 10.4 Severability 105 Section 10.5 Notices 105 Section 10.6 Counterparts 107 Section 10.7 Entire Agreement 107 Section 10.8 Waiver of Jury Trial 107 Section 10.9 Submission to Jurisdiction; Waivers; Prescription 107 Section 10.10 Certificate and Opinion as to Conditions Precedent 108 Section 10.11 Statements Required in Certificate or Opinion 108 Section 10.12 Headings and Table of Contents 108 Section 10.13 Use of English Language 109 Section 10.14 No Personal Liability of Directors, Officers, Employees and Stockholders 109 Section 10.15 Patriot Act 109 List of Schedules: Schedule 1 List of Guarantors List of Exhibits: Exhibit A Form of Note Exhibit B Form of Certificate for Exchange or Transfer of Restricted Global Note Exhibit C Form of Certificate for Exchange or Transfer of Regulation S Global Note INDENTURE, dated as of November 20, 2020, among AUNA S.A.A., an openly held corporation (sociedad anónima abierta) incorporated under the laws of Peru (the “Issuer”), the GUARANTORS listed in Schedule 1 hereto (each individually, together with its successors, a “Guarantor”, and collectively, the “Guarantors”) and Citibank, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (in such capacity, the “Trustee”), paying agent (in such capacity, the “Paying Agent”), registrar (in such capacity, the “Registrar”) and transfer agent.
SUPPLEMENTS AND WAIVERS. WITHOUT CONSENT OF OWNERS. The Corporation may amend or supplement this Indenture or the Securities without notice to or consent of any Security Owner: TO CURE ANY AMBIGUITY, OMISSION, DEFECT OR INCONSISTENCY; TO MAKE ANY CHANGE THAT DOES NOT ADVERSELY AFFECT THE RIGHTS OF ANY SECURITY OWNER IN ANY MATERIAL RESPECT; TO ISSUE ADDITIONAL CERTIFICATES HEREUNDER; TO INCUR ANY AMOUNT OF INDEBTEDNESS, WHETHER SECURED OR UNSECURED; OR TO EVIDENCE THE SUCCESSION OF A SUCCESSOR CORPORATION OR OTHER ENTITY TO THE CORPORATION AND THE ASSUMPTION BY SUCH SUCCESSOR OF THE COVENANTS OF THE CORPORATION HEREIN AND IN THE SECURITIES. The Trustee may waive compliance by the Corporation with any provision of this Indenture or the Securities without notice to or consent of any Security Owner if the waiver does not adversely affect the rights of any Security Owner. WITH CONSENT OF OWNERS. The Corporation may amend or supplement this Indenture or the Securities without notice to any Security Owner but with the written consent of the Owners of not less than a majority in principal amount of the Securities. The Owners of a majority in principal amount of the Securities may waive compliance by the Corporation with any provision of this Indenture or the Securities without notice to any Security Owner. Without the consent of each Security Owner affected, however, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: REDUCE THE AMOUNT OF SECURITIES WHOSE OWNERS MUST CONSENT TO AN AMENDMENT, SUPPLEMENT OR WAIVER; REDUCE THE RATE OR EXTEND THE TIME FOR PAYMENT OF INTEREST ON ANY SECURITY; REDUCE THE PRINCIPAL OF OR EXTEND THE FIXED MATURITY OF ANY SECURITY; MAKE ANY SECURITY PAYABLE IN MONEY OTHER THAN THAT STATED IN THE SECURITY; OR WAIVE A DEFAULT ON PAYMENT OF PRINCIPAL OR OF INTEREST ON ANY SECURITY.
SUPPLEMENTS AND WAIVERS. The Indenture permits, subject to the rights of the Holders of Preferred Securities set forth therein and in the Declaration and with certain other exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities at the time Outstanding, on behalf of the Holders of all the Securities, subject to the rights of the Holders of the Preferred Securities set forth therein and in the Declaration, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder. and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The above description of amendments, supplements and waivers is qualified by reference to, and subject in its entirety by the more complete description thereof contained in the Indenture.
SUPPLEMENTS AND WAIVERS. Section 6.01. Amendments to Article IX of the Base Indenture. 8 -i- TABLE OF CONTENTS (continued) Page ARTICLE 7 NO REDEMPTION UPON A DESIGNATED EVENT AND A RATING DECLINE Section 7.01. Article XIII of the Base Indenture Inapplicable 9
SUPPLEMENTS AND WAIVERS. Section 6.01. Amendments to Article IX of the Base Indenture 11
SUPPLEMENTS AND WAIVERS
