Common use of Amendment; Waiver; Consent Clause in Contracts

Amendment; Waiver; Consent. (a) This Agreement, the Notes, the Series B Preferred Stock and the Warrants may be amended (or any provision hereof or thereof waived) only with the written consent of the Majority Noteholders; provided, however, that no such amendment or waiver shall (i) extend the fixed maturity of any Note, reduce the rate or change the time of payment of interest thereon, reduce the principal amount thereof, reduce any premium thereon, change the currency in which payments are to be made, hereof, change the provisions of Section 6 hereof, without the consent each holder of each Note so affected (and the consent of each holder of each Share so affected in the case of a change to Section 6 hereof) or (ii) modify the definition in Section 3 hereof of "Majority Noteholders" or modify clause (i) of this proviso, without the consent of the holders of all the Notes then outstanding (and the consent of the holders of all then outstanding Shares with respect to the parenthetical in clause (i) of this proviso) or (iii) increase the percentage of the amount of the Notes, the holders of which may declare the Notes to be due and payable under Section 13 hereof, without the consent of the holders of all the Notes then outstanding. (b) The Company agrees that all holders of Notes, all of the holders of the Series B Preferred Stock and all holders of Warrants shall be notified by the Company in advance of any proposed amendment or waiver, but failure to give such notice shall not in any way affect the validity of any such amendment or waiver. In addition, promptly after obtaining the written consent of the holders herein provided, the Company shall transmit a copy of any amendment or waiver which has been adopted to all holders of Notes, all holders of Series B Preferred Stock and all holders of Warrants then outstanding, but failure to transmit copies shall not in any way affect the validity of any such amendment or waiver. (c) The Company and each holder of a Note, Series B Preferred Stock or Warrants then or thereafter outstanding shall be bound by any amendment or waiver effected in accordance with the provisions of this Section 10, whether or not any Note shall have been marked to indicate such modification, but any Note issued thereafter shall bear a notation as to any such modification (but the failure to bear any such notation shall not affect the validity of any such subsequently issued Note, which shall be enforceable in accordance with its terms subject to all such modification). (d) Any provision of this Agreement relating to the consent, determination, decision or waiver of a holder or holders of Notes, Series B Preferred Stock or Warrants or of the Majority Noteholders, as the case may be, means such holder's or Majority Noteholders', as the case may be, consent, determination, decision or waiver, as the case may be, in such holder's or Majority Noteholders', as the case may be, sole discretion.

Amendment; Waiver; Consent. (ai) This Agreement, the Notes, the Series B Preferred Stock Purchase Agreement and the Warrants Notes may be amended (or any provision hereof or thereof waived) only with the written consent of the Majority NoteholdersNoteholders and (ii) the Warrants may only be amended (or any provision thereof waived) only with the written consent of the holders of a majority thereof; provided, however, that no such amendment or waiver shall (i1) extend change the fixed maturity of any Note, reduce the rate or change the time of payment of interest thereon, reduce the principal amount thereof, reduce any premium thereon, change the currency in which payments are to be made, change the prepayment provisions of Section 6 hereof, change the provisions of Section 6 14 or 17 hereof or change the registration rights under Section 16 hereof, without the consent each of the holder of each the Note so affected affected, (and 2) reduce the aforesaid percentage of Notes, the holders of which are required to consent of each holder of each Share so affected in the case of a change to Section 6 hereof) any such amendment or (ii) modify the definition in Section 3 hereof of "Majority Noteholders" or modify clause (i) of this provisowaiver, without the consent of the holders of all the Notes then outstanding outstanding, (and the consent of the holders of all then outstanding Shares with respect to the parenthetical in clause (i) of this proviso) or (iii3) increase the percentage of the amount of the Notes, the holders of which may declare the Notes to be due and payable under Section 13 hereof, without the consent of the holders of all the Notes then outstanding or (4) amend Section 9 hereof without the consent of the holders of a majority of the Senior Indebtedness under the Senior Credit Facility; and provided, further, that no amendment to the Warrant shall (x) change the expiration date of any Warrant, change the exercise provisions of Sections 4 and 6 thereof or change the registration rights under Section 16 or 17 hereof without the consent of the holder of the Warrant (or of Shares issued upon exercise of the Warrants in the case of a change to Section 16 or 17 hereof) or (y) reduce the aforesaid percentage of Warrants the holders of which are required to consent to any such amendment or waiver without the consent of holders of such Warrants then outstanding. (b) The Company agrees Companies agree that all holders of Notes, all of the holders of the Series B Preferred Stock and all holders of Warrants Notes or Shares shall be notified by the Company Companies in advance of any proposed amendment or waiverwaiver under Section 11(a)(i), but failure to give such notice shall not in any way affect the validity of any such amendment or waiver. In addition, promptly after obtaining the written consent of the holders herein provided, the Company Companies shall transmit a copy of any amendment or waiver which has been adopted to all holders of Notes, all holders of Series B Preferred Stock and all holders of Warrants or Shares then outstanding, but failure to transmit copies shall not in any way affect the validity of any such amendment or waiver. (c) The Company Companies and each holder of a Note, Series B Preferred Stock Warrant or Warrants Share then or thereafter outstanding shall be bound by any amendment or waiver effected in accordance with the provisions of this Section 1011, whether or not any such Note or Warrant shall have been marked to indicate such modification, but any Note or Warrant issued thereafter shall bear a notation as to any such modification (but the failure to bear any such notation shall not affect the validity of any such subsequently issued NoteNote or Warrant, which shall be enforceable in accordance with its terms subject to all any such modification). (d) Any provision of this Agreement relating to the consent, determination, decision or waiver of a holder or holders of Notes, Series B Preferred Stock Notes or Warrants Shares or of the Majority Noteholders, as the case may be, means such holder's or Majority Noteholders', as the case may be, consent, determination, decision or waiver, as the case may be, in such holder's or Majority Noteholders', as the case may be, sole discretion.

Amendment; Waiver; Consent. (ai) This Agreement, the Notes, the Series B Preferred Stock Purchase Agreement and the Warrants Notes may be amended (or any provision hereof or thereof waived) only with the written consent of the Majority NoteholdersNoteholders and (ii) the Warrants may only be amended (or any provision thereof waived) only with the written consent of the holders of a majority thereof; provided, however, that no such amendment or waiver shall (i1) extend change the fixed -------- maturity of any Note, reduce the rate or change the time of payment of interest thereon, reduce the principal amount thereof, reduce any premium thereon, change the currency in which payments are to be made, change the conversion provisions of Section 6 hereof, change the prepayment provisions of Section 7 hereof, change the provisions of Section 6 15 or 18 hereof or change the registration rights under Section 17 hereof, without the consent each of the holder of each the Note so affected (and or of Shares issued upon conversion of the consent of each holder of each Share so affected Notes in the case of a change to Section 6 17 or 18 hereof) so affected, (2) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such amendment or (ii) modify the definition in Section 3 hereof of "Majority Noteholders" or modify clause (i) of this provisowaiver, without the consent of the holders of all the Notes then outstanding outstanding, (and the consent of the holders of all then outstanding Shares with respect to the parenthetical in clause (i) of this proviso) or (iii3) increase the percentage of the amount of the Notes, the holders of which may declare the Notes to be due and payable under Section 13 14 hereof, without the consent of the holders of all the Notes then outstanding or (4) amend Section 10 hereof without the consent of the holders of a majority of the Senior Indebtedness ; and provided, further, that no amendment -------- ------- to the Warrant shall (x) change the expiration date of any Warrant, change the exercise provisions of Sections 4 and 6 thereof or change the registration rights under Section 17 or 18 hereof without the consent of the holder of the Warrant (or of Shares issued upon exercise of the Warrants in the case of a change to Section 17 or 18 hereof) or (y) reduce the aforesaid percentage of Warrants the holders of which are required to consent to any such amendment or waiver without the consent of holders of such Warrants then outstanding. (b) The Company agrees that all holders of Notes, all of the holders of the Series B Preferred Stock and all holders of Warrants Notes or Shares shall be notified by the Company in advance of any proposed amendment or waiverwaiver under Section 12(a)(i), but failure to give such notice shall not in any way affect the validity of any such amendment or waiver. In addition, promptly after obtaining the written consent of the holders herein provided, the Company shall transmit a copy of any amendment or waiver which has been adopted to all holders of Notes, all holders of Series B Preferred Stock and all holders of Warrants or Shares then outstanding, but failure to transmit copies shall not in any way affect the validity of any such amendment or waiver. (c) The Company and each holder of a Note, Series B Preferred Stock Warrant or Warrants Share then or thereafter outstanding shall be bound by any amendment or waiver effected in accordance with the provisions of this Section 1012, whether or not any such Note or Warrant shall have been marked to indicate such modification, but any Note or Warrant issued thereafter shall bear a notation as to any such modification (but the failure to bear any such notation shall not affect the validity of any such subsequently issued NoteNote or Warrant, which shall be enforceable in accordance with its terms subject to all any such modification). (d) Any provision of this Agreement relating to the consent, determination, decision or waiver of a holder or holders of Notes, Series B Preferred Stock Notes or Warrants Shares or of the Majority Noteholders, as the case may be, means such holder's or Majority Noteholders', as the case may be, consent, determination, decision or waiver, as the case may be, in such holder's or Majority Noteholders', as the case may be, sole discretion.

Amendment; Waiver; Consent. (ai) This Agreement, the Notes, the Series B Preferred Stock Purchase Agreement and the Warrants Notes may be amended (or any provision hereof or thereof waived) only with the written consent of the Majority NoteholdersNoteholders and (ii) the Warrants may only be amended (or any provision thereof waived) only with the written consent of the holders of a majority thereof; provided, however, that no such amendment or waiver shall (i1) extend change the fixed -------- maturity of any Note, reduce the rate or change the time of payment of interest thereon, reduce the principal amount thereof, reduce any premium thereon, change the currency in which payments are to be made, change the conversion provisions of Section 6 hereof, change the prepayment provisions of Section 7 hereof, change the provisions of Section 6 15 or 18 hereof or change the registration rights under Section 17 hereof, without the consent each of the holder of each the Note so affected (and or of Shares issued upon conversion of the consent of each holder of each Share so affected Notes in the case of a change to Section 6 17 or 18 hereof) so affected, (2) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any such amendment or (ii) modify the definition in Section 3 hereof of "Majority Noteholders" or modify clause (i) of this provisowaiver, without the consent of the holders of all the Notes then outstanding outstanding, (and the consent of the holders of all then outstanding Shares with respect to the parenthetical in clause (i) of this proviso) or (iii3) increase the percentage of the amount of the Notes, the holders of which may declare the Notes to be due and payable under Section 13 14 hereof, without the consent of the holders of all the Notes then outstanding or (4) amend Section 10 hereof without the consent of the holders of a majority of the Senior Indebtedness ; and provided, further, that no amendment to the Warrant shall (x) -------- ------- change the expiration date of any Warrant, change the exercise provisions of Sections 4 and 6 thereof or change the registration rights under Section 17 or 18 hereof without the consent of the holder of the Warrant (or of Shares issued upon exercise of the Warrants in the case of a change to Section 17 or 18 hereof) or (y) reduce the aforesaid percentage of Warrants the holders of which are required to consent to any such amendment or waiver without the consent of holders of such Warrants then outstanding. (b) The Company agrees that all holders of Notes, all of the holders of the Series B Preferred Stock and all holders of Warrants Notes or Shares shall be notified by the Company in advance of any proposed amendment or waiverwaiver under Section 12(a)(i), but failure to give such notice shall not in any way affect the validity of any such amendment or waiver. In addition, promptly after obtaining the written consent of the holders herein provided, the Company shall transmit a copy of any amendment or waiver which has been adopted to all holders of Notes, all holders of Series B Preferred Stock and all holders of Warrants or Shares then outstanding, but failure to transmit copies shall not in any way affect the validity of any such amendment or waiver. (c) The Company and each holder of a Note, Series B Preferred Stock Warrant or Warrants Share then or thereafter outstanding shall be bound by any amendment or waiver effected in accordance with the provisions of this Section 1012, whether or not any such Note or Warrant shall have been marked to indicate such modification, but any Note or Warrant issued thereafter shall bear a notation as to any such modification (but the failure to bear any such notation shall not affect the validity of any such subsequently issued NoteNote or Warrant, which shall be enforceable in accordance with its terms subject to all any such modification). (d) Any provision of this Agreement relating to the consent, determination, decision or waiver of a holder or holders of Notes, Series B Preferred Stock Notes or Warrants Shares or of the Majority Noteholders, as the case may be, means such holder's or Majority Noteholders', as the case may be, consent, determination, decision or waiver, as the case may be, in such holder's or Majority Noteholders', as the case may be, sole discretion.