Common use of Modification of Indenture with Consent of Holders of at Least a Majority in Principal Amount of Outstanding Securities Clause in Contracts

Modification of Indenture with Consent of Holders of at Least a Majority in Principal Amount of Outstanding Securities. With the consent of the Holders of at least a majority of the aggregate principal amount of the Notes then Outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Company and any Subsidiary Guarantor, when authorized by a Board Resolution, and the Trustee, at the Company’s expense, may from time to time and at any time enter into 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 any supplemental indenture or of modifying in any manner the rights of the Holders; provided, however, that, without the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall: (a) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment of this Indenture or to waive any past Default or Event of Default; (b) reduce the rate of or extend the stated time for payment of interest on any Note; (c) reduce the principal of or extend the Maturity Date of any Note; (d) make any change that impairs or adversely affects the conversion rights of any Notes; (e) reduce the Fundamental Change Purchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note; (g) release or discharge any Subsidiary Guarantee except in accordance with this Indenture; (h) change the ranking of the Notes; (i) impair the right of any Holder to receive payment of principal of, and interest on, such Xxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; or (j) make any change to this proviso or to the waiver provisions in Section 8.01 of the Base Indenture. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section 10.03, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture unless such 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 supplemental indenture. The consent of the Holders is not necessary under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if the required number of Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall mail to the Holders a notice briefly describing such supplemental indenture; provided that the failure to give such notice to all the Holders, or any defect in such notice, shall not impair or affect the validity of the supplemental indenture.

Modification of Indenture with Consent of Holders of at Least a Majority in Principal Amount of Outstanding Securities. (a) With the consent of the Holders of at least a majority of the aggregate in principal amount of the Notes then Outstanding (includingSecurities of each series affected by such supplemental indenture, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), by Act of said Holders delivered to the Company and any Subsidiary Guarantorthe Trustee, the Company, when authorized by a Board Resolution, and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into 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 any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thathowever that no such supplemental indenture will, without the consent of each the Holder of an outstanding Note affected, no such supplemental indenture shalleach Outstanding Security affected thereby: (a) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment of this Indenture or to waive any past Default or Event of Default; (b) reduce the rate of or extend the stated time for payment of interest on any Note; (c) reduce the principal of or extend the Maturity Date of any Note; (d) make any change that impairs or adversely affects the conversion rights of any Notes; (e) reduce the Fundamental Change Purchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note; (g) release or discharge any Subsidiary Guarantee except in accordance with this Indenture; (h) change the ranking of the Notes; (i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Sections 8.01(b), or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right of any Holder to receive payment of principal of, and interest on, such Xxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (iii) modify any of the provisions of this Section 10.02, Section 8.01(d) or Section 6.09, except to increase the percentage in principal amount of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however that this clause (c) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 10.02 and Section 6.09, or the deletion of this proviso, in accordance with the requirements of Sections 9.10 and 10.01(g). (b) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such Holder’s Notes; or (j) make any change covenant or other provision, will be deemed not to this proviso or to affect the waiver provisions in Section 8.01 of the Base Indenture. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section 10.03, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities rights under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The consent of the Holders is of Securities of any other series. (c) It will not be necessary for any Act of Holders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall will be sufficient if the required number of Holders approve such Act approves the substance thereof. After any such supplemental indenture becomes effective, the Company shall mail to the Holders a notice briefly describing such supplemental indenture; provided that the failure to give such notice to all the Holders, or any defect in such notice, shall not impair or affect the validity of the supplemental indenture.

Modification of Indenture with Consent of Holders of at Least a Majority in Principal Amount of Outstanding Securities. (a) With the consent of the Holders of at least a majority of the aggregate in principal amount of the Notes then Outstanding (includingSecurities of each series affected by such supplemental indenture, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), by Act of said Holders delivered to the Company and any Subsidiary Guarantorthe Trustee, the Company, when authorized by a Board Resolution, and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into 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 any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thathowever that no such supplemental indenture will, without the consent of each the Holder of an outstanding Note affected, no such supplemental indenture shalleach Outstanding Security affected thereby: (a) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment of this Indenture or to waive any past Default or Event of Default; (b) reduce the rate of or extend the stated time for payment of interest on any Note; (c) reduce the principal of or extend the Maturity Date of any Note; (d) make any change that impairs or adversely affects the conversion rights of any Notes; (e) reduce the Fundamental Change Purchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note; (g) release or discharge any Subsidiary Guarantee except in accordance with this Indenture; (h) change the ranking of the Notes; (i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Sections 8.01(b), or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right of any Holder to receive payment of principal of, and interest on, such Xxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (iii) modify any of the provisions of this Section 10.02, Section 8.01(d) or Section 6.09, except to increase the percentage in principal amount of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however that this clause (c) will not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section 10.02 and Section 6.09, or the deletion of this proviso, in accordance with the requirements of Sections 9.10 and 10.01(g). (b) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such Holder’s Notes; or (j) make any change covenant or other provision, will be deemed not to this proviso or to affect the waiver provisions in Section 8.01 of the Base Indenture. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section 10.03, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities rights under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The consent of the Holders is of Securities of any other series. (c) It will not be necessary for any Act of Holders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall will be sufficient if the required number of Holders approve such Act approves the substance thereof. After any such supplemental indenture becomes effective, the Company shall mail to the Holders a notice briefly describing such supplemental indenture; provided that the failure to give such notice to all the Holders, or any defect in such notice, shall not impair or affect the validity of the supplemental indenture.

Modification of Indenture with Consent of Holders of at Least a Majority in Principal Amount of Outstanding Securities. (a) With the consent of the Holders of at least a majority of the aggregate in principal amount of the Notes then Outstanding (includingSecurities of each series affected by such supplemental indenture, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), by Act of said Holders delivered to the Company and any Subsidiary Guarantorthe Trustee, the Company, when authorized by a Board Resolution, and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into 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 and any supplemental indenture Supplemental Indenture applicable to such Outstanding Securities or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thathowever that no such supplemental indenture will, without the consent of each the Holder of an outstanding Note affected, no such supplemental indenture shalleach Outstanding Security affected thereby: (a) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment of this Indenture or to waive any past Default or Event of Default; (b) reduce the rate of or extend the stated time for payment of interest on any Note; (c) reduce the principal of or extend the Maturity Date of any Note; (d) make any change that impairs or adversely affects the conversion rights of any Notes; (e) reduce the Fundamental Change Purchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note; (g) release or discharge any Subsidiary Guarantee except in accordance with this Indenture; (h) change the ranking of the Notes; (i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Sections 8.01(b), or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right of any Holder to receive payment of principal of, and interest on, such Xxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture or any Supplemental Indenture applicable to such Outstanding Securities; or (iii) modify any of the provisions of this Section 10.02, Section 8.01(d) or Section 6.09, except to increase the percentage in principal amount of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however that this clause (c) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 10.02 and Section 6.09, or the deletion of this proviso, in accordance with the requirements of Sections 9.10 and 10.01(g). (b) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such Holder’s Notes; or (j) make any change covenant or other provision, will be deemed not to this proviso or to affect the waiver provisions in Section 8.01 of the Base Indenture. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section 10.03, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities rights under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The consent of the Holders is of Securities of any other series. (c) It will not be necessary for any Act of Holders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall will be sufficient if the required number of Holders approve such Act approves the substance thereof. After any such supplemental indenture becomes effective, the Company shall mail to the Holders a notice briefly describing such supplemental indenture; provided that the failure to give such notice to all the Holders, or any defect in such notice, shall not impair or affect the validity of the supplemental indenture.

Modification of Indenture with Consent of Holders of at Least a Majority in Principal Amount of Outstanding Securities. (a) With the consent of the Holders of at least a majority in Principal of the aggregate principal amount Outstanding Securities of the Notes then Outstanding (includingeach series affected by such supplemental indenture, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), by Act of said Holders delivered to the Company and any Subsidiary Guarantorthe Trustee, the Company, when authorized by a Board Resolution, and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into 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 any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thathowever that no such supplemental indenture will, without the consent of each the Holder of an outstanding Note affected, no such supplemental indenture shalleach Outstanding Security affected thereby: (a) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment of this Indenture or to waive any past Default or Event of Default; (b) reduce the rate of or extend the stated time for payment of interest on any Note; (c) reduce the principal of or extend the Maturity Date of any Note; (d) make any change that impairs or adversely affects the conversion rights of any Notes; (e) reduce the Fundamental Change Purchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note; (g) release or discharge any Subsidiary Guarantee except in accordance with this Indenture; (h) change the ranking of the Notes; (i) change the Stated Maturity of the Principal of, or any installment of Principal of or interest on, any Security, or reduce the Principal thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the Principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Sections 8.01(b), or change the coin or currency in which any Security or any premium or interest thereon is payable, or impair the right of any Holder to receive payment of principal of, and interest on, such Xxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in Principal of the Outstanding Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (iii) modify any of the provisions of this Section 10.02, Section 8.01(d) or Section 6.09, except to increase the percentage in Principal of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however that this clause (iii) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 10.02 and Section 6.09, or the deletion of this proviso, in accordance with the requirements of Sections 9.10 and 10.01(g). (b) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such Holder’s Notes; or (j) make any change covenant or other provision, will be deemed not to this proviso or to affect the waiver provisions in Section 8.01 of the Base Indenture. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section 10.03, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities rights under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The consent of the Holders is of Securities of any other series. (c) It will not be necessary for any Act of Holders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall will be sufficient if the required number of Holders approve such Act approves the substance thereof. After any such supplemental indenture becomes effective, the Company shall mail to the Holders a notice briefly describing such supplemental indenture; provided that the failure to give such notice to all the Holders, or any defect in such notice, shall not impair or affect the validity of the supplemental indenture.

Modification of Indenture with Consent of Holders of at Least a Majority in Principal Amount of Outstanding Securities. (a) With the consent of the Holders of at least a majority of the aggregate in principal amount of the Notes then Outstanding (includingSecurities of each series affected by such supplemental indenture, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)by Act of said Holders delivered to the Company, the Company Guarantor and any Subsidiary the Trustee, the Company, when authorized by a Board Resolution, the Guarantor, when authorized by a Board Resolution, and the Trustee, at the Company’s expense, Trustee may from time to time and at any time enter into 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 any supplemental indenture or of modifying in any manner the rights of the HoldersHolders of Securities of such series under this Indenture; provided, however, thatthat no such supplemental indenture will, without the consent of each the Holder of an outstanding Note affected, no such supplemental indenture shalleach Outstanding Security affected thereby: (a) reduce the percentage of the aggregate principal amount of Notes whose Holders must consent to an amendment of this Indenture or to waive any past Default or Event of Default; (b) reduce the rate of or extend the stated time for payment of interest on any Note; (c) reduce the principal of or extend the Maturity Date of any Note; (d) make any change that impairs or adversely affects the conversion rights of any Notes; (e) reduce the Fundamental Change Purchase Price of any Note or amend or modify in any manner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise; (f) make any Note payable in a currency other than that stated in the Note; (g) release or discharge any Subsidiary Guarantee except in accordance with this Indenture; (h) change the ranking of the Notes; (i) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 8.01(b), or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right of any Holder to receive payment of principal of, and interest on, such Xxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture; or (iii) modify any of the provisions of this Section 10.02, Section 8.01(d) or Section 6.06, except to increase the percentage in principal amount of Holders required under any such Section or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby, provided, however, that this clause (iii) will not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section 10.02 and Section 6.06, or the deletion of this proviso, in accordance with the requirements of Sections 9.10 and 10.01(g). (b) A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such Holder’s Notes; or (j) make any change covenant or other provision, will be deemed not to this proviso or to affect the waiver provisions in Section 8.01 of the Base Indenture. Upon the written request of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section 10.03, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities rights under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The consent of the Holders is of Securities of any other series. (c) It will not be necessary for any Act of Holders under this Section 10.02 to approve the particular form of any proposed supplemental indenture, but it shall will be sufficient if the required number of Holders approve such Act approves the substance thereof. After any such supplemental indenture becomes effective, the Company shall mail to the Holders a notice briefly describing such supplemental indenture; provided that the failure to give such notice to all the Holders, or any defect in such notice, shall not impair or affect the validity of the supplemental indenture.