Common use of Notwithstanding Section 9 Clause in Contracts

Notwithstanding Section 9. 02(a), without the consent of each Holder affected (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note (in each case, other than pursuant to Section 4.07 or Section 4.11); (2) reduce the principal amount of, or premium, if any, or interest on, any Note or make any Note payable in a currency other than that stated in the Note; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) make any change in the provisions of this Indenture entitling any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates thereof, or setting forth the contractual right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7) voluntarily release a Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with provisions of this Indenture or for waiver of Defaults; or (9) make any change in the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Notes Guarantee as to contractual right of payment in a manner which adversely affects the Holders; (10) following the occurrence of a Change of Control or after the obligation to make an Offer to Purchase the Notes as a result of an Asset Sale has occurred, waive the Issuers’ obligation to make and consummate an Offer to Purchase as a result of a Change of Control or an Offer to Purchase the Notes as a result of an Asset Sale, or amend the provisions of this Indenture relating thereto; or (11) make any change to the provisions of this Indenture, the Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the Holder of such Note.

Notwithstanding Section 9. 02(a), without the consent of each Holder affected affected, an amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not (including, without limitation, consents obtained in connection with respect to any Notes held by a purchase of, or tender offer or exchange offer for, Notes), no amendment or waiver may:non-consenting Holder): (1) change the Stated Maturity of reduce the principal ofamount of Notes whose Holders must consent to an amendment, supplement or any installment of interest on, any Note (in each case, other than pursuant to Section 4.07 or Section 4.11)waiver; (2) reduce the principal amount of, of or premium, if any, or interest on, change the fixed maturity of any Note or make any Note payable in a currency alter the provisions with respect to the redemption of the Notes (other than that stated in than, subject to clause (8) below, the Noteprovisions of Sections 4.09 and 4.13); (3) reduce the rate of or change the place of time for payment of principal of, or premium, if any, or interest on, on any Note; (4) make any change in the provisions of this Indenture entitling any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates thereof, or setting forth the contractual right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default Default or Event of Default in the payment of principal of, or interest or premium, or Additional Interest, if any, or interest on the Notes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, ); (5) make any Note payable in money other than that stated in the nonpayment Notes; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, premiumor interest or premium or Additional Interest, if any, and interest on the Notes that have become due solely by or impair the right of any Holder to institute suit for the enforcement of any payment on or with respect to such declaration of acceleration, have been cured or waived)Holder’s Notes; (7) voluntarily release waive a Guarantor redemption payment with respect to any Note (other than, subject to clause (8) below, a payment required by one of the Notes, except as permitted by this Indentureprovisions of Section 4.09 or Section 4.13; (8) reduce amend, change or modify in any material respect the percentage obligation of the Issuers or aggregate principal amount Holdings, as applicable, to make and consummate a Change of outstanding Notes the consent Control Offer in respect of whose Holders is necessary for waiver a Change of compliance with provisions Control that has occurred or make and consummate an Asset Sale Offer in respect of this Indenture or for waiver of Defaultsan Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen; or (9) make any change in the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Notes Guarantee as to contractual right of payment in a manner which adversely affects the Holders; (10) following the occurrence of a Change of Control or after the obligation to make an Offer to Purchase the Notes as a result of an Asset Sale has occurred, waive the Issuers’ obligation to make preceding amendment and consummate an Offer to Purchase as a result of a Change of Control or an Offer to Purchase the Notes as a result of an Asset Sale, or amend the provisions of this Indenture relating thereto; or (11) make any change to the provisions of this Indenture, the Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the Holder of such Notewaiver provisions.

Notwithstanding Section 9. 02(a), without the consent of each Holder affected (includingaffected, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no an amendment or waiver may:may not (with respect to any Notes held by a non-consenting Holder): (1) change the Stated Maturity of reduce the principal ofamount of Notes whose Holders must consent to an amendment, supplement or waiver, including the waiver of Defaults or Events of Default, or any installment to a rescission and cancellation of interest on, any Note (in each case, other than pursuant to Section 4.07 or Section 4.11)a declaration of acceleration of Notes; (2) reduce the rate of or change or have the effect of changing the time for payment of interest, including Defaulted Interest, on the Notes; (3) reduce the principal amount ofof or change or have the effect of changing the fixed maturity of the Notes, or premium, if anychange the date on which the Notes may be subject to redemption, or interest on, any Note or reduce the Redemption Price therefor; (4) make any Note the Notes payable in a currency money other than that stated in the NoteNotes; (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (45) make any change in the provisions of this Indenture entitling any protecting the right of each Holder to receive payment of principal, premium, if any, principal of and interest on such Holder’s the Notes on or after the due dates thereof, date thereof or setting forth the contractual right to institute bring suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indentureenforce such payment; (6) waive a default in the payment of principal of, premium, if any, of or interest on the Notes Notes; provided that this clause (except a rescission 6) shall not limit the right of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Outstanding Notes then outstanding to rescind and cancel a waiver declaration of acceleration of the payment default that resulted from such acceleration, so long Notes following delivery of an acceleration notice as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived)described under Section 6.02; (7) voluntarily release a Guarantor contractually subordinate the Notes (or any related Guarantees) to any other Indebtedness; (8) modify any of the Notesprovisions of Section 9.02 or Section 6.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of Outstanding Notes affected thereby; provided, however, that this clause shall 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 9.02; or the deletion of this proviso, in accordance with the requirements of Section 7.11. (9) change the price payable by the Company for Notes repurchased pursuant to Sections 4.10 and 4.13 or after the occurrence of a Change of Control, modify or change in any material respect the obligation of the Company to make and consummate a Change of Control Offer or modify any of the provisions or definitions with respect thereto; or (10) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Subsidiary Guarantee or this Indenture, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with provisions of this Indenture or for waiver of Defaults; or (9) make any change in the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Notes Guarantee as to contractual right of payment in a manner which adversely affects the Holders; (10) following the occurrence of a Change of Control or after the obligation to make an Offer to Purchase the Notes as a result of an Asset Sale has occurred, waive the Issuers’ obligation to make and consummate an Offer to Purchase as a result of a Change of Control or an Offer to Purchase the Notes as a result of an Asset Sale, or amend the provisions of this Indenture relating thereto; or (11) make any change to the provisions of this Indenture, the Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the Holder of such Note.

Notwithstanding Section 9. 02(a), without the consent of each Holder affected (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)thereby, no amendment or waiver may: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note (in each case, other than pursuant to Section 4.07 or Section 4.11)Note; (2ii) reduce the principal amount of, or premium, if any, or interest on, any Note or make any Note payable in a currency other than that stated in the Note; (3iii) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4iv) make any change in impair the provisions of this Indenture entitling any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates thereof, or setting forth the contractual right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5v) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7vii) voluntarily release a Guarantor of the Notes, except as permitted by this Indenture; (8) viii) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary necessary, pursuant to Sections 6.02 and 6.04, for waiver of compliance with certain provisions of this Indenture or for waiver of Defaultscertain defaults; or (9ix) make modify or change any change in the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Notes Guarantee as to contractual right of payment or the Guaranties thereof in a any manner which adversely affects the Holders; (10) following the occurrence of a Change of Control or after the obligation to make an Offer to Purchase the Notes as a result of an Asset Sale has occurred, waive the Issuers’ obligation to make and consummate an Offer to Purchase as a result of a Change of Control or an Offer to Purchase the Notes as a result of an Asset Sale, or amend the provisions of this Indenture relating thereto; or (11) make any change adverse to the provisions of this Indenture, the Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect Holders of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the Holder of such NoteNotes.

Notwithstanding Section 9. 02(a), without the consent of each Holder affected (includingHolder, without limitationan amendment, consents obtained in connection with supplement or waiver, including a purchase ofwaiver pursuant to Section 6.04, or tender offer or exchange offer for, Notes), no amendment or waiver maymay not: (1) change the Stated Maturity of reduce the principal ofamount of Securities whose Holders must consent to an amendment, supplement or any installment of interest on, any Note (in each case, other than pursuant to Section 4.07 or Section 4.11)waiver; (2) reduce the principal amount of, of or premium, if any, change the fixed maturity of any Security or interest on, any Note or make any Note payable in a currency alter the provisions with respect to the redemption of the Securities (other than that stated in the Noteprovisions of Section 4.11, Section 4.12 and Section 4.13); (3) reduce the rate of or change the place of time for payment of principal of, or premium, if any, or interest on, on any NoteSecurity; (4) make any change waive a Default or Event of Default in the provisions of this Indenture entitling any Holder to receive payment of principal, or interest or premium, if any, and interest on such Holder’s Notes on or after the due dates thereof, or setting forth the contractual right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premiumAdditional Interest, if any, or interest any on the Notes Securities (except a rescission of the declaration of acceleration of the Notes Securities by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Securities with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (75) voluntarily release a Guarantor of make any Security payable in money other than that stated in the Notes, except as permitted by this IndentureSecurities; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with provisions of this Indenture or for waiver of Defaults; or (96) make any change in the provisions of this Indenture relating to waivers of past Defaults or the related definitions affecting rights of Holders to receive payments of principal, or interest or premium, or Additional Interest, if any, on the ranking Securities; (7) waive a redemption payment with respect to any Security (other than a payment required by one of the Notes or provisions of Section 4.11, Section 4.12 and Section 4.13); (8) make any Notes Guarantee as change in the preceding amendment and waiver provisions; (9) modify the Guarantees in any manner adverse to contractual right of payment in a manner which adversely affects the Holders;; or (10) following release the occurrence security interest granted for the benefit of a Change of Control or after the obligation to make an Offer to Purchase Holders in the Notes as a result of an Asset Sale has occurred, waive the Issuers’ obligation to make and consummate an Offer to Purchase as a result of a Change of Control or an Offer to Purchase the Notes as a result of an Asset Sale, or amend the provisions of this Indenture relating thereto; or (11) make any change Collateral other than pursuant to the provisions terms of this Indenture, the Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that or as otherwise permitted by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the Holder of such Notethis Indenture.

Notwithstanding Section 9. 02(a)1.1, without the consent of each Holder affected (includingholder of Notes affected, without limitationan amendment, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment supplement or waiver may:may not (with respect to any Notes held by a non-consenting holder): (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note (in each case, other than pursuant to Section 4.07 or Section 4.11); (2a) reduce the principal amount ofof Notes whose holders must consent to an amendment, supplement or premium, if any, waiver; (b) reduce the principal of or interest on, change the fixed maturity of any Note or make any Note payable in a currency alter the provisions with respect to the redemption of the Notes (other than that stated provisions relating to the covenants described in the NoteSection 4.15 and Article 12); (3c) reduce the rate of or change the place of time for payment of principal ofinterest, or premiumincluding default interest, if any, or interest on, on any Note; (4) make any change in the provisions of this Indenture entitling any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates thereof, or setting forth the contractual right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6d) waive a default Default or Event of Default in the payment of principal of, or interest or premium, or Additional Amounts, if any, or interest on on, the Notes (except a rescission of the declaration of acceleration of the Notes by the Holders holders of at least a majority seventy five percent (75%) in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7e) voluntarily release a Guarantor of make any Note payable in money other than that stated in the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with provisions of this Indenture or for waiver of Defaults; or (9f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the related definitions affecting rights of holders of Notes to receive payments of principal of, or premium or Additional Amounts, if any, or interest on, the ranking of the Notes or any Notes Guarantee as to contractual right of payment in a manner which adversely affects the HoldersNotes; (10g) following waive a redemption payment with respect to any Note; (h) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the occurrence of a Change of Control or after the obligation to make an Offer to Purchase the Notes as a result of an Asset Sale has occurred, waive the Issuers’ obligation to make and consummate an Offer to Purchase as a result of a Change of Control or an Offer to Purchase the Notes as a result of an Asset Sale, or amend the provisions terms of this Indenture; (i) release any Collateral or any Note Guarantee, except as provided in this Indenture relating theretoand the Security Documents; or (11j) make any change to in the provisions of this Indenture, the Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the Holder of such Notepreceding amendment and waiver provisions.

Notwithstanding Section 9. 02(a), without the consent of each Holder affected (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), no amendment or waiver may: (1) change the Stated Maturity of the principal of, or any installment of interest on, any Note (in each case, other than pursuant to Section 4.07 or Section 4.11); (2) reduce the principal amount of, or premium, if any, or interest on, any Note or make any Note payable (in a currency each case, other than that stated in the Notepursuant to Section 4.07 or Section 4.11); (3) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4) make any change in impair the provisions of this Indenture entitling any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates thereof, or setting forth the contractual right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption dateRedemption Date) of any Note; (5) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6) waive a default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7) voluntarily release a Guarantor of the Notes, except as permitted by this Indenture; (8) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with provisions of this Indenture or for waiver of Defaults; or (9) make any change in the provisions of this Indenture or the related definitions affecting the ranking of subordinate the Notes or any Notes Guarantee the Note Guarantees as to contractual right of payment in a manner which adversely affects the Holders; (10) following the occurrence of a Change of Control or after the obligation to make an Offer to Purchase the Notes as a result of an Asset Sale has occurred, waive the Issuers’ obligation to make and consummate an Offer to Purchase as a result of a Change of Control or an Offer to Purchase the Notes as a result of an Asset Sale, or amend the provisions of this Indenture relating thereto; or (11) make any change to the provisions of this Indenture, the Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect other Indebtedness of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the Holder of such NoteIssuers or any Guarantor.

Notwithstanding Section 9. 02(a), without the consent of each Holder affected (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)thereby, no amendment or waiver may: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note (in each case, other than pursuant to Section 4.07 or Section 4.11)Note; (2ii) reduce the principal amount of, or premium, if any, or interest on, any Note or make any Note payable in a currency other than that stated in the Note; (3iii) change the place of payment of principal of, or premium, if any, or interest on, any Note; (4iv) make any change in impair the provisions of this Indenture entitling any Holder to receive payment of principal, premium, if any, and interest on such Holder’s Notes on or after the due dates thereof, or setting forth the contractual right to institute suit for the enforcement of any payment on or after the Stated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note; (5v) reduce the above-stated percentages of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture; (6vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of the declaration of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, so long as all other existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived); (7vii) voluntarily release a Guarantor of the Notes, except as permitted by this Indenture; (8) viii) reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary necessary, pursuant to Sections 6.02 and 6.04, for waiver of compliance with certain provisions of this Indenture or for waiver of Defaultscertain defaults; or (9ix) make modify or change any change in the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Notes Guarantee as to contractual right of payment or any Guaranty thereof in a any manner which adversely affects the Holders; (10) following the occurrence of a Change of Control or after the obligation to make an Offer to Purchase the Notes as a result of an Asset Sale has occurred, waive the Issuers’ obligation to make and consummate an Offer to Purchase as a result of a Change of Control or an Offer to Purchase the Notes as a result of an Asset Sale, or amend the provisions of this Indenture relating thereto; or (11) make any change adverse to the provisions of this Indenture, the Intercreditor Agreement or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect Holders of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the Holder of such NoteNotes.