with this Section shall be binding on all the
Securityholders, whether or not present or represented at the meeting.
ARTICLE IX.
SUPPLEMENTAL INDENTURES
Section 9.1.
Supplemental Indentures without
Consent of Securityholders. The Company, when authorized by a Board Resolution,
and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto, without the consent of the Securityholders, for
one or more of the following purposes:
(A)
TO EVIDENCE THE SUCCESSION OF ANOTHER
PERSON TO THE COMPANY, OR SUCCESSIVE SUCCESSIONS, AND THE ASSUMPTION BY THE
SUCCESSOR PERSON OF THE COVENANTS, AGREEMENTS AND OBLIGATIONS OF THE COMPANY,
PURSUANT TO ARTICLE XI HEREOF;
(B)
TO ADD TO THE COVENANTS OF THE COMPANY SUCH
FURTHER COVENANTS, RESTRICTIONS OR CONDITIONS FOR THE PROTECTION OF THE HOLDERS
OF DEBENTURES AS THE BOARD OF DIRECTORS SHALL CONSIDER TO BE FOR THE PROTECTION
OF THE HOLDERS OF SUCH DEBENTURES, AND TO MAKE THE OCCURRENCE, OR THE OCCURRENCE
AND CONTINUANCE, OF A DEFAULT IN ANY OF SUCH ADDITIONAL COVENANTS, RESTRICTIONS
OR CONDITIONS A DEFAULT OR AN EVENT OF DEFAULT PERMITTING THE ENFORCEMENT OF ALL
OR ANY OF THE SEVERAL REMEDIES PROVIDED IN THIS INDENTURE AS HEREIN SET FORTH;
PROVIDED, HOWEVER, THAT IN RESPECT OF ANY SUCH ADDITIONAL COVENANT RESTRICTION
OR CONDITION SUCH SUPPLEMENTAL INDENTURE MAY PROVIDE FOR A PARTICULAR PERIOD OF
GRACE AFTER DEFAULT (WHICH PERIOD MAY BE SHORTER OR LONGER THAN THAT ALLOWED IN
THE CASE OF OTHER DEFAULTS) OR MAY PROVIDE FOR AN IMMEDIATE ENFORCEMENT UPON
SUCH DEFAULT OR MAY LIMIT THE REMEDIES AVAILABLE TO THE TRUSTEE UPON SUCH
DEFAULT;
(C)
TO CURE ANY AMBIGUITY OR TO CORRECT OR
SUPPLEMENT ANY PROVISION CONTAINED HEREIN OR IN ANY SUPPLEMENTAL INDENTURE WHICH
MAY BE DEFECTIVE OR INCONSISTENT WITH ANY OTHER PROVISION CONTAINED HEREIN OR IN
ANY SUPPLEMENTAL INDENTURE, OR TO MAKE SUCH OTHER PROVISIONS IN REGARD TO
MATTERS OR QUESTIONS ARISING UNDER THIS INDENTURE; PROVIDED THAT ANY SUCH ACTION
SHALL NOT MATERIALLY ADVERSELY AFFECT THE INTERESTS OF THE HOLDERS OF THE
DEBENTURES;
(D)
TO ADD TO, DELETE FROM, OR REVISE THE TERMS
OF DEBENTURES, INCLUDING, WITHOUT LIMITATION, ANY TERMS RELATING TO THE
ISSUANCE, EXCHANGE, REGISTRATION OR TRANSFER OF DEBENTURES, INCLUDING TO PROVIDE
FOR TRANSFER PROCEDURES AND RESTRICTIONS SUBSTANTIALLY SIMILAR TO THOSE
APPLICABLE TO THE CAPITAL SECURITIES AS REQUIRED BY SECTION 2.5 (FOR PURPOSES OF
ASSURING THAT NO REGISTRATION OF DEBENTURES IS REQUIRED UNDER THE SECURITIES
ACT); PROVIDED, HOWEVER, THAT ANY SUCH ACTION SHALL NOT ADVERSELY AFFECT THE
INTERESTS OF THE HOLDERS OF THE DEBENTURES THEN OUTSTANDING (IT BEING
UNDERSTOOD, FOR PURPOSES OF THIS PROVISO, THAT TRANSFER RESTRICTIONS ON
DEBENTURES SUBSTANTIALLY SIMILAR TO THOSE THAT WERE APPLICABLE TO CAPITAL
SECURITIES SHALL NOT BE DEEMED TO MATERIALLY ADVERSELY AFFECT THE HOLDERS OF THE
DEBENTURES);
(E)
TO EVIDENCE AND PROVIDE FOR THE ACCEPTANCE
OF APPOINTMENT HEREUNDER BY A SUCCESSOR TRUSTEE WITH RESPECT TO THE DEBENTURES
AND TO ADD TO OR CHANGE ANY OF THE PROVISIONS OF THIS INDENTURE AS SHALL BE
NECESSARY TO PROVIDE FOR OR FACILITATE THE ADMINISTRATION OF THE TRUSTS
HEREUNDER BY