Common use of Amendment or Supplemental Indenture With Consent of Noteholders Clause in Contracts

Amendment or Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding and the written consent of NW Capital or any Replacement Lender, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an amendment to this Indenture or the Notes, or an indenture or indentures supplemental hereto, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or any amendment or supplemental indenture, or of modifying in any manner the rights of the holders of the Notes; provided that any such amendment or supplemental indenture shall not without the consent of each Noteholder so affected: (a) extend the fixed maturity of any Note; (b) reduce the principal amount or change the date on which any Note may be prepaid or redeemed pursuant to Article 3 thereof; (c) reduce the rate, or extend the stated time for payment, of interest on any Note; (d) reduce any amount payable on redemption or prepayment thereof; (e) impair the right of any Noteholder to receive payment of principal and interest of such holder’s Notes on or after the due dates therefore or to institute suit for the payment thereof; (f) modify any of the provisions of this Section 11.02 or Section 7.07, except to increase any such percentage or to provide that certain other provisions of this Indenture, the Notes or the Agreement cannot be modified or waived without the consent of the holder of each Note so affected; (g) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02; (h) reduce the quorum or voting requirements set forth in Article 10 or modify or change Article 15, in any manner adverse to the Noteholders’ rights thereunder; or (i) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such amendment or supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such amendment or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, and the written consent of NW Capital or any Replacement Lender, the Trustee shall join with the Company in the execution of such amendment or supplemental indenture unless such amendment or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplemental indenture.

Amendment or Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding and the written consent of NW Capital or any Replacement Lenderoutstanding, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an amendment to this Indenture or the Notes, or an indenture or indentures supplemental hereto, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or any amendment or supplemental indenture, or of modifying in any manner the rights of the holders of the Notes; provided that any such amendment or supplemental indenture shall not without the consent of each Noteholder so affected: (a) extend the fixed maturity of any Note; (b) reduce the principal amount or change the date on which any Note may be prepaid or redeemed pursuant to Article 3 thereof; (c) reduce the rate, or extend the stated time for payment, of interest on any Note; (d) reduce any amount payable on redemption or prepayment thereof; (e) impair the right of any Noteholder to receive payment of principal and interest of such holder’s Notes on or after the due dates therefore or to institute suit for the payment thereof; (f) modify any of the provisions of this Section 11.02 or Section 7.07, except to increase any such percentage or to provide that certain other provisions of this Indenture, Indenture or the Notes or the Agreement cannot be modified or waived without the consent of the holder of each Note so affected; (g) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02; (h) reduce the quorum or voting requirements set forth in Article 10 or modify or change Article 15, in any manner adverse to the Noteholders’ rights thereunder; or (i) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such amendment or supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such amendment or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, and the written consent of NW Capital or any Replacement Lender, the Trustee shall join with the Company in the execution of such amendment or supplemental indenture unless such amendment or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplemental indenture.

Amendment or Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding and the written consent of NW Capital or any Replacement Lenderoutstanding, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an amendment to this Indenture or the Notes, or an indenture or indentures supplemental hereto, hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or any amendment or supplemental indenture, indenture or of modifying in any manner the rights of the holders of the Notes; provided that any no such amendment or supplemental indenture shall not without the consent of each Noteholder so affected: (a) extend the fixed maturity of any Note; (b) reduce the principal amount or premium thereof or change the date on which any Note may be prepaid or redeemed pursuant to Article 3 Section 3.01(a) thereof; (c) reduce the rate, or extend the stated time for payment, of interest on any Note; (d) reduce any amount payable on redemption or prepayment repurchase thereof; (d) change the obligation of the Company to repurchase any Note at the option of a Noteholder on a Repurchase Date in a manner adverse to the holders of Notes, or change the obligation of the Company to repurchase any Note upon the happening of a Designated Event in a manner adverse to the holders of Notes; (e) impair the right of any Noteholder to receive payment of principal and interest of such holder’s Notes on or after the due dates therefore or to institute suit for the payment thereof; (f) make the principal thereof payable in any coin or currency other than that provided in the Notes; (g) impair the right to convert the Notes into Common Stock or reduce the number of shares of Common Stock or any other property receivable by a Noteholder upon conversion subject to the terms set forth herein, including Section 15.06; (h) modify any of the provisions of this Section 11.02 or Section 7.07, except to increase any such percentage or to provide that certain other provisions of this Indenture, the Notes or the Agreement Indenture cannot be modified or waived without the consent of the holder of each Note so affected; (gi) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.025.02; (hj) reduce the quorum or voting requirements set forth in Article 10 or modify or change Article 1516, 17 or 18 in any manner adverse to the Noteholders’ rights thereunder; or (ik) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such amendment or supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such amendment or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, and the written consent of NW Capital or any Replacement Lender, the Trustee shall join with the Company in the execution of such amendment or supplemental indenture unless such amendment or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 11.02 to approve the particular form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Amendment or Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding and the written consent of NW Capital or any Replacement Lenderoutstanding, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an amendment to this Indenture or the Notes, or an indenture or indentures supplemental hereto, hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or any amendment or supplemental indenture, indenture or of modifying in any manner the rights of the holders of the Notes; provided that any no such amendment or supplemental indenture shall not without the consent of each Noteholder so affected: (a) extend the fixed maturity of any Note; (b) reduce the principal amount or premium thereof or change the date on which any Note may be prepaid or redeemed pursuant to Article 3 Section 3.01(a) thereof; (c) reduce the rate, or extend the stated time for payment, of interest on any Note; (d) reduce any amount payable on redemption or prepayment repurchase thereof; (d) change the obligation of the Company to repurchase any Note at the option of a Noteholder on a Repurchase Date in a manner adverse to the holders of Notes, or change the obligation of the Company to repurchase any Note upon the happening of a Designated Event in a manner adverse to the holders of Notes; (e) impair the right of any Noteholder to receive payment of principal and interest of such holder’s Notes on or after the due dates therefore or to institute suit for the payment thereof; (f) make the principal thereof payable in any coin or currency other than that provided in the Notes; (g) impair the right to convert the Notes or reduce the amount of consideration receivable by a Noteholder upon conversion subject to the terms set forth herein, including Section 15.06; (h) modify any of the provisions of this Section 11.02 or Section 7.07, except to increase any such percentage or to provide that certain other provisions of this Indenture, the Notes or the Agreement Indenture cannot be modified or waived without the consent of the holder of each Note so affected; (gi) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.025.02; (hj) reduce the quorum or voting requirements set forth in Article 10 or modify or change Article 1516, 17 or 18 in any manner adverse to the Noteholders’ rights thereunder; or (ik) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such amendment or supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such amendment or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, and the written consent of NW Capital or any Replacement Lender, the Trustee shall join with the Company in the execution of such amendment or supplemental indenture unless such amendment or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 11.02 to approve the particular form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Amendment or Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding and the written consent of NW Capital or any Replacement LenderCapital, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an amendment to this Indenture or the Notes, or an indenture or indentures supplemental hereto, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or any amendment or supplemental indenture, or of modifying in any manner the rights of the holders of the Notes; provided that any such amendment or supplemental indenture shall not without the consent of each Noteholder so affected: (a) extend the fixed maturity of any Note; (b) reduce the principal amount or change the date on which any Note may be prepaid or redeemed pursuant to Article 3 thereof; (c) reduce the rate, or extend the stated time for payment, of interest on any Note; (d) reduce any amount payable on redemption or prepayment thereof; (e) impair the right of any Noteholder to receive payment of principal and interest of such holder’s Notes on or after the due dates therefore or to institute suit for the payment thereof; (f) modify any of the provisions of this Section 11.02 or Section 7.07, except to increase any such percentage or to provide that certain other provisions of this Indenture, the Notes or the Agreement cannot be modified or waived without the consent of the holder of each Note so affected; (g) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.02; (h) reduce the quorum or voting requirements set forth in Article 10 or modify or change Article 15, in any manner adverse to the Noteholders’ rights thereunder; or (i) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such amendment or supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such amendment or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, and the written consent of NW Capital or any Replacement LenderCapital, the Trustee shall join with the Company in the execution of such amendment or supplemental indenture unless such amendment or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplemental indenture.

Amendment or Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 9) of the holders of at least a majority in aggregate principal amount of the Notes at the time outstanding and the written consent of NW Capital or any Replacement Lenderoutstanding, the Company, when authorized by the resolutions of the Board of Directors, and the Trustee may, from time to time and at any time, enter into an amendment to this Indenture or the Notes, or an indenture or indentures supplemental hereto, hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or any amendment or supplemental indenture, indenture or of modifying in any manner the rights of the holders of the Notes; provided that any no such amendment or supplemental indenture shall not without the consent of each Noteholder so affected: (a) extend the fixed maturity of any Note; (b) reduce the principal amount or premium thereof or change the date on which any Note may be prepaid or redeemed pursuant to Article 3 Section 3.01 thereof; (c) reduce the rate, or extend the stated time for payment, of interest interest, including Additional Interest, on any Note; (d) reduce any amount payable on redemption or prepayment repurchase thereof; (e) change the obligation of the Company to repurchase any Note at the option of a Noteholder on a Repurchase Date in a manner adverse to the holders of Notes, or change the obligation of the Company to repurchase any Note upon the happening of a Designated Event in a manner adverse to the holders of Notes; (f) impair the right of any Noteholder to receive payment of principal and interest interest, including Additional Interest, if any, of such holder’s Notes on or after the due dates therefore or to institute suit for the payment thereof; (fg) make the principal and interest, including Additional Interest, if any, thereof payable in any coin or currency other than that provided in the Notes; (h) impair the right to convert the Notes or reduce the amount of consideration receivable by a Noteholder upon conversion subject to the terms set forth herein, including Section 15.06; (i) modify any of the provisions of this Section 11.02 or Section 7.07, except to increase any such percentage or to provide that certain other provisions of this Indenture, the Notes or the Agreement Indenture cannot be modified or waived without the consent of the holder of each Note so affected; (gj) change any obligation of the Company to maintain an office or agency in the places and for the purposes set forth in Section 4.025.02; (hk) reduce the quorum or voting requirements set forth in Article 10 or modify or change Article 1516, 17 or 18 in any manner adverse to the Noteholders’ rights thereunder; or (il) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such amendment or supplemental indenture, without the consent of the holders of all Notes then outstanding. Upon the written request of the Company, accompanied by a copy of the resolutions of the Board of Directors certified by its Secretary or Assistant Secretary authorizing the execution of any such amendment or supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, and the written consent of NW Capital or any Replacement Lender, the Trustee shall join with the Company in the execution of such amendment or supplemental indenture unless such amendment or supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplemental indenture. It shall not be necessary for the consent of the Noteholders under this Section 11.02 to approve the particular form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.