Common use of Amendment, Waiver, Deemed Consents, Releases Clause in Contracts

Amendment, Waiver, Deemed Consents, Releases. Subject to the terms of the Intercreditor Agreements and subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or, subject to any other consent required under the terms of the applicable Securities Collateral Documents, such Securities Collateral Documents, may be amended 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 Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Each holder of Securities, by its acceptance thereof, will be deemed to have consented and agreed to the appointment of U.S. Bank Trust Company, National Association as the Securities Collateral Agent under the Securities Collateral Documents for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Subsidiary Guarantors to secure any of the Securities Obligations, together with such powers and discretion as are reasonably incidental thereto. Each holder of Securities, by its acceptance thereof, will be deemed to have consented and agreed to the terms of each Securities Collateral Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of the Indenture, authorizes and directs the Securities Collateral Agent to enter into the Securities Collateral Documents to which it is a party, and authorizes and empowers the Securities Collateral Agent to bind the holders of Securities and other holders of Securities Obligations as set forth in the Securities Collateral Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the Indenture or the Securities Collateral Documents. The foregoing will not limit the right of the Company to amend, waive or otherwise modify any Securities Collateral Documents in accordance with its terms. The consent of the Holders is not necessary to approve the particular form of any proposed amendment. It shall be sufficient if such consent approves the substance of the proposed amendment.

Amendment, Waiver, Deemed Consents, Releases. Subject to the terms of the Intercreditor Agreements and subject to certain exceptions set forth in the Indenture, (i) the Indenture, or the Securities orand, subject to any other consent required under by the terms of the applicable Securities Collateral Documents, such Securities the Collateral Documents, may be amended 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 Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holders, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Securities and, subject to any consent required by the terms of the applicable Collateral Documents, the Collateral Documents, to: (i) cure any ambiguity, omission, defect or inconsistency; (ii) provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Indenture or any Collateral Document; (iii) provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (iv) add additional Guarantees with respect to the Securities or release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of the Indenture or the Subsidiary Guarantees; (v) further secure the Securities (and if such security interest includes Liens on Property of the Company, provide for releases of such Property on terms comparable to the terms on which Collateral constituting Property of Subsidiary Guarantors may be released), release any Collateral used, sold, transferred or otherwise disposed of in accordance with the terms of the Senior Debt Documents and the Collateral Trust and Intercreditor Agreement, add to the covenants of the Company or the Subsidiary Guarantors for the benefit of the Holders of the Notes or surrender any right or power conferred upon the Company; (vi) in the case of the Indenture, make any change that does not adversely affect the rights of any Holder; (vii) make any change to comply with any requirements of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; or (viii)conform the Indenture or the Notes to the ‘‘Description of Notes’’ section in this Offering Memorandum. Each holder Holder of Securities, by its acceptance thereof, will be deemed to have consented and agreed to the appointment of U.S. Bank Trust Company, National Association as the Securities Collateral Agent under the Securities Collateral Documents for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Subsidiary Guarantors to secure any of the Securities Obligations, together with such powers and discretion as are reasonably incidental thereto. Each holder of Securities, by its acceptance thereofhereof, will be deemed to have consented and agreed to the terms of each Securities Collateral Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of the this Indenture, authorizes and directs the Securities Collateral Agent Trustee to enter into the Securities Collateral Documents to which it is a party, and authorizes and empowers the Securities Trustee and (through the Collateral Trust and Intercreditor Agreement and the Senior Lien Intercreditor Agreement) the Senior Collateral Agent to bind the holders Holders of Securities and other holders of Securities Senior Obligations as set forth in the Securities Collateral Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the this Indenture or the Securities Senior Collateral Documents. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Securities. The foregoing will shall not limit the right of the Company to amend, waive or otherwise modify any Securities the Collateral Documents in accordance with its their terms. The consent of the Holders of the Securities is not necessary to approve the particular form of any proposed amendment. It shall be sufficient if such consent approves the substance of the proposed amendment.

Amendment, Waiver, Deemed Consents, Releases. Subject to the terms of the Intercreditor Agreements and subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or, subject to any other consent required under the terms of the applicable Securities Notes Collateral Documents, such Securities Notes Collateral Documents, may be amended 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 Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Subject to certain exceptions set forth in the Indenture, without the consent of any Holders, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors and the Trustee may amend the Indenture, the Securities or, subject to any other consent required under the terms of the applicable Notes Collateral Documents, such Notes Collateral Documents to: (i) cure any ambiguity, omission, defect or inconsistency; (ii) provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Indenture or any Notes Collateral Documents; (iii) provide for uncertificated Securities in addition to or in place of certificated Securities; (iv) add additional Guarantees with respect to the Securities or release Subsidiary Guarantors from Subsidiary Guarantees as provided by the terms of the Indenture or the Subsidiary Guarantees; (v) further secure the Securities (and if such security interest includes Liens on Property of the Company, provide for releases of such Property on terms comparable to the terms on which Collateral constituting Property of Subsidiary Guarantors may be released) release any Collateral used sold, transferred or otherwise disposed of in accordance with the terms of the Senior Debt Documents, add to the covenants of the Company or the Subsidiary Guarantors for the benefit of the Holders or surrender any right or power herein conferred upon the Company; (vi) in the case of the Indenture, make any change that does not adversely affect the rights of any Holder in any material respect; (vii) evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee; (viii) conform the text of the Indenture, the Subsidiary Guarantees or the Securities to any provision under the caption “Description of New Notes” in the Offering Memorandum to the extent that such provision in the Indenture, the Subsidiary Guarantees or the Securities was intended to be a substantially verbatim recitation of a provision under the caption “Description of New Notes” in the Offering Memorandum, as evidenced by an Officers’ Certificate delivered by the Company to the Trustee; (ix) comply with the rules of any applicable securities depositary; provided, however, that such amendment does not materially and adversely affect the rights of holders to transfer the Securities; or (x) make any amendment to the provisions of the Indenture relating to the transfer and legending or de-legending of the Securities; provided, however, that (a) compliance with the Indenture as so amended would not result in the Securities being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of holders to transfer the Securities. Each holder of Securities, by its acceptance thereof, will be deemed to have consented and agreed to the appointment of U.S. The Bank of New York Mellon Trust Company, National Association N.A. as the Securities Notes Collateral Agent under the Securities Notes Collateral Documents for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Subsidiary Guarantors to secure any of the Securities Notes Obligations, together with such powers and discretion as are reasonably incidental thereto. Each holder of Securities, by its acceptance thereof, will be deemed to have consented and agreed to the terms of each Securities Notes Collateral Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of the Indenture, authorizes and directs the Securities Notes Collateral Agent to enter into the Securities Notes Collateral Documents to which it is a party, and authorizes and empowers the Securities Notes Collateral Agent to bind the holders of Securities and other holders of Securities Notes Obligations as set forth in the Securities Notes Collateral Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the Indenture or the Securities Notes Collateral Documents. The foregoing will not limit the right of the Company to amend, waive or otherwise modify any Securities Notes Collateral Documents in accordance with its terms. The consent of the Holders is not necessary to approve the particular form of any proposed amendment. It shall be sufficient if such consent approves the substance of the proposed amendment.

Amendment, Waiver, Deemed Consents, Releases. Subject to the terms of the Intercreditor Agreements and subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Second Priority Collateral Documents or the Securities or, subject to any other consent required under the terms of the applicable Securities Collateral Documents, such Securities Collateral Documents, may be amended 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 Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Each holder Subject to certain exceptions set forth in the Indenture, without the consent of Securitiesany Holders, by its acceptance thereof, will be deemed to have consented and agreed to the appointment of U.S. Bank Trust Company, National Association as the Securities Collateral Agent under the Securities Collateral Documents for purposes of acquiringwhen authorized by a Board Resolution, holding and enforcing any and all Liens on Collateral granted by any of the Subsidiary Guarantors to secure any of and the Trustee may amend the Indenture or the Securities Obligationsand, together with such powers and discretion as are reasonably incidental thereto. Each holder of Securities, subject to any consent required by its acceptance thereof, will be deemed to have consented and agreed to the terms of each Securities Collateral Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of the Indentureapplicable Second Priority Collateral Documents, authorizes and directs the Second Priority Collateral Documents to: (i) cure any ambiguity, omission, defect or inconsistency; (ii) provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Indenture or any Second Priority Collateral Documents; (iii) provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (iv) add additional Guarantees with respect to the Securities Collateral Agent to enter into the Securities Collateral Documents to which it is a party, and authorizes and empowers the Securities Collateral Agent to bind the holders of Securities and other holders of Securities Obligations or release Subsidiary Guarantors from Subsidiary Guarantees as set forth in the Securities Collateral Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted provided by the terms of the Indenture or the Subsidiary Guarantees; (v) further secure the Securities (and if such security interest includes Liens on Property of the Company, provide for releases of such Property on terms comparable to the terms on which Collateral Documents. The foregoing will not limit constituting Property of Subsidiary Guarantors may be released), release any Collateral used, sold, transferred or otherwise disposed of or otherwise in accordance with the right terms of the Second Priority Collateral Documents and the Intercreditor Agreement, add to the covenants of the Company to amend, waive or otherwise modify any Securities Collateral Documents in accordance with its terms. The consent the Subsidiary Guarantors for the benefit of the Holders is or surrender any right or power conferred upon the Company under the Indenture; (vi) in the case of the Indenture, make any change that does not necessary to approve adversely affect the particular form rights of any proposed amendment. It shall be sufficient if Holder; (vii) make any change to the subordination provisions of a Subsidiary Guarantee or any Second Priority Collateral Documents that would limit or terminate the benefits available to any holder of Senior Obligations under such consent approves the substance provisions; (viii) make any change to comply with any requirements of the proposed amendmentCommission in connection with the qualification of the Indenture under the Trust Indenture Act; or (iv) to conform the text of the Indenture or the Securities to any provision of the “Description of Notes” contained in the Offering Memorandum.

Amendment, Waiver, Deemed Consents, Releases. Subject to the terms of the Intercreditor Agreements and subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Second Priority Collateral Documents or the Securities or, subject to any other consent required under the terms of the applicable Securities Collateral Documents, such Securities Collateral Documents, may be amended 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 Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Each holder Subject to certain exceptions set forth in the Indenture, without the consent of Securitiesany Holders, by its acceptance thereof, will be deemed to have consented and agreed to the appointment of U.S. Bank Trust Company, National Association as the Securities Collateral Agent under the Securities Collateral Documents for purposes of acquiringwhen authorized by a Board Resolution, holding and enforcing any and all Liens on Collateral granted by any of the Subsidiary Guarantors to secure any of and the Trustee may amend the Indenture or the Securities Obligationsand, together with such powers and discretion as are reasonably incidental thereto. Each holder of Securities, subject to any consent required by its acceptance thereof, will be deemed to have consented and agreed to the terms of each Securities Collateral Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of the Indentureapplicable Second Priority Collateral Documents, authorizes and directs the Second Priority Collateral Documents to: (i) cure any ambiguity, omission, defect or inconsistency; (ii) provide for the assumption by a successor corporation of the obligations of the Company or any Subsidiary Guarantor under the Indenture or any Second Priority Collateral Documents; (iii) provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (iv) add additional Guarantees with respect to the Securities Collateral Agent to enter into the Securities Collateral Documents to which it is a party, and authorizes and empowers the Securities Collateral Agent to bind the holders of Securities and other holders of Securities Obligations or release Subsidiary Guarantors from Subsidiary Guarantees as set forth in the Securities Collateral Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted provided by the terms of the Indenture or the Subsidiary Guarantees; (v) further secure the Securities (and if such security interest includes Liens on Property of the Company, provide for releases of such Property on terms comparable to the terms on which Collateral Documents. The foregoing will not limit constituting Property of Subsidiary Guarantors may be released), release any Collateral used, sold, transferred or otherwise disposed of or otherwise in accordance with the right terms of the Second Priority Collateral Documents and the Intercreditor Agreement, add to the covenants of the Company or the Subsidiary Guarantors for the benefit of the Holders or surrender any right or power conferred upon the Company under the Indenture; (vi) in the case of the Indenture, make any change that does not adversely affect the rights of any Holder; (vii) make any change to amend, waive the subordination provisions of a Subsidiary Guarantee or otherwise modify any Securities Second Priority Collateral Documents that would limit or terminate the benefits available to any holder of Senior Obligations under such provisions; (viii) make any change to comply with any requirements of the Commission in accordance connection with its termsthe qualification of the Indenture under the Trust Indenture Act; or (iv) to conform the text of the Indenture or the Securities to any provision of the “Description of Notes” contained in the Offering Memorandum. Without limiting the foregoing, the Holders will be deemed to have consented for purposes of the Second Priority Collateral Documents (including for purposes of determining actions of the Second Priority Instructing Group) to (i) any amendment, waiver or other modification (including any consent thereunder) of the Second Priority Collateral Documents (including any annexes, exhibits or schedules thereto) that would not be adverse to the Holders in any material respect, as reasonably determined by the Board of Directors (as evidenced by a Board Resolution) and (ii) to specified Second Priority Collateral Documents Amendments. At the request of the Company, the Trustee shall execute and deliver any documents, instructions or instruments evidencing such deemed consent of the Holders. The Trustee, in its capacity as Second Priority Representative to Holders, shall take such action under the Second Priority Collateral Documents as may be requested by the Company to give effect to any such amendment, waiver or modification. In addition and without limiting the foregoing, (x) Collateral securing a Subsidiary Guarantee of the Securities or (y) a Subsidiary Guarantee of the Securities provided by a Subsidiary Guarantor may be released only in respect of the Securities (i) upon request of the Company without consent of any Holder unless, within 20 Business Days after written notice of the proposed release of such (1) Collateral from the Liens securing Subsidiary Guarantees of the Securities or (2) Subsidiary Guarantor, as the case may be, is mailed to the Trustee and the Holders, Holders of 25% of the outstanding principal amount of Securities deliver to the Company a written objection to such release or (ii) with the written consent of the Holders is not necessary of at least a majority of the aggregate principal amount of the Securities then outstanding. Under the circumstances described in clauses (i) and (ii) above, Holders shall also be deemed to approve the particular form have consented to such release for purposes of any proposed amendment. It shall be sufficient if such consent approves required under the substance Second Priority Collateral Documents (including for purposes of determining actions of the proposed amendmentSecond Priority Instructing Group). At the request of the Company, the Trustee shall execute and deliver any documents, instructions or instruments evidencing the consent of the Holders to such release. The Trustee, in its capacity as Second Priority Representative for Holders, shall take such action under the Second Priority Collateral Documents or otherwise as may be requested by the Company to give effect to any such release.

Amendment, Waiver, Deemed Consents, Releases. Subject to the terms of the Intercreditor Agreements and subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Securities or, subject to any other consent required under the terms of the applicable Securities Collateral Documents, such Securities Collateral Documents, may be amended 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 Securities and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Securities. Each holder of Securities, by its acceptance thereof, will be deemed to have consented and agreed to the appointment of U.S. Bank Trust Company, Company National Association as the Securities Collateral Agent under the Securities Collateral Documents for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Subsidiary Guarantors to secure any of the Securities Obligations, together with such powers and discretion as are reasonably incidental thereto. Each holder of Securities, by its acceptance thereof, will be deemed to have consented and agreed to the terms of each Securities Collateral Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of the Indenture, authorizes and directs the Securities Collateral Agent to enter into the Securities Collateral Documents to which it is a party, and authorizes and empowers the Securities Collateral Agent to bind the holders of Securities and other holders of Securities Obligations as set forth in the Securities Collateral Documents to which they are a party and to perform its obligations and exercise its rights and powers thereunder, including entering into amendments permitted by the terms of the Indenture or the Securities Collateral Documents. The foregoing will not limit the right of the Company to amend, waive or otherwise modify any Securities Collateral Documents in accordance with its terms. The consent of the Holders is not necessary to approve the particular form of any proposed amendment. It shall be sufficient if such consent approves the substance of the proposed amendment.