Common use of With Consent of Noteholders Clause in Contracts

With Consent of Noteholders. With the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding of all series affected by such supplemental indenture (voting as one class), the Company and the Guarantors, each when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order), and the 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 of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes of each such series; provided, that no such supplemental indenture shall (a) extend the final maturity of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof, premium, if any, or interest thereon, including Additional Interest, payable in any coin or currency other than that provided in the Notes or in accordance with the terms thereof, premium, if any, that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.1 or the amount thereof provable in bankruptcy pursuant to Section 6.2, or impair or affect the right of any Noteholder to institute suit for the payment thereof or, if the Notes provide therefor, any right of repayment at the option of the Noteholder in each case without the consent of the Holder of each Note so affected, or (b) reduce the aforesaid percentage in principal amount of Notes of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Note so affected.

With Consent of Noteholders. With the consent (evidenced as provided in Section 6.01) of the Holders of not less than a majority in aggregate principal amount of the then Outstanding Subordinated Notes at the time outstanding of all series affected by such supplemental indenture (voting as one a single class), the Company and the GuarantorsIssuer, each when authorized by a resolution of its Board, the Guarantor, when authorized by a resolution of the Guarantor's Board Resolution (each of which resolution resolutions may provide general terms or parameters authorization for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Orderby officers authorized thereby), and the 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 Indenture, the Subordinated Notes or of any supplemental indenture the Guarantees or of modifying in any manner the rights of the Holders of the Notes of each such seriesNoteholders; provided, that no such supplemental indenture shall (ai) extend modify the final maturity of any Subordinated Note, or ; (ii) reduce the principal amount thereof, or reduce Redemption Amount payable in respect of a Subordinated Note; (iii) modify the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or ; (iv) make the principal thereof, premium, if anythereof (including any amount in respect of OID), or interest thereon, including Additional Interest, payable in any coin or currency or modify any provisions for converting any currency into any other currency other than that as provided in the Subordinated Notes or in accordance with the terms thereof, premium, if any, Indenture; (v) reduce the amount of the principal of an OID Subordinated Note that would be due and payable upon an acceleration Event of the maturity thereof pursuant to Section 6.1 or the amount thereof provable in bankruptcy pursuant to Section 6.2, or Default; (vi) impair or affect the right of any Noteholder to institute suit for the payment thereof or, if of any amount due on a Subordinated Note without the Notes provide therefor, consent of such Noteholder; (vii) modify the quorum required at any right meeting of repayment at Noteholders or the option majority required to pass an Extraordinary Resolution; or (viii) waive the applicability of the Noteholder Guarantees, in each case without the consent of one or more persons holding or representing not less than 100% in principal amount of the Holder then Outstanding Subordinated Notes. Upon the request of the Issuer or the Guarantor, accompanied by a copy of a resolution of the Board or the Guarantor's Board (each Note so affectedof which resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers authorized thereby) certified by the secretary or an assistant secretary of the Issuer or the Guarantor authorizing the execution of any such supplemental indenture and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and other documents, if any, required by Section 6.01, the Trustee shall join with the Issuer and the Guarantor 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. It shall not be necessary for the consent of the Noteholders under this section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer, the Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice thereof by (a) first class or equivalent mail to the Noteholders at their addresses as they shall appear on the Register or (b) reduce by any other means set forth in such supplemental indenture, setting forth in general terms the aforesaid percentage in principal amount substance of Notes of any series, the consent such supplemental indenture. Any failure of the Holders Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of which is required for any such supplemental indenture, without the consent of the Holders of each Note so affected."

With Consent of Noteholders. With the consent of the Holders holders of not less than a majority Majority in aggregate principal amount of the Notes at the time outstanding of all series affected by such supplemental indenture (voting as one class)outstanding, the Company and the GuarantorsCompany, each when authorized by a Board Resolution board resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Orderthe resolution), and the Trustee may, may from time to time and at any time, enter into an indenture or indentures supplemental hereto time amend the Note Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture Note Agreement or of modifying in any manner the rights of the Holders holders of the Notes of each such seriesNotes; provided, however, that no such supplemental indenture amendment shall without the consent of the holders of each Note then outstanding and affected thereby (ai) extend the final maturity Maturity Date of any Note, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereonthereon (except as contemplated by Article XIV), or reduce the principal amount thereof, or reduce any amount payable on redemption thereof prepayment thereof, or make the principal thereof, premium, if any, thereof or any interest thereon, including Additional Interest, or premium thereon payable in any coin or currency other than that provided in the Notes or in accordance with the terms thereof, premium, if any, that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.1 or the amount thereof provable in bankruptcy pursuant to Section 6.2Notes, or impair or affect the right of any Noteholder to institute suit for the payment thereof or, if the Notes provide therefor, any right of repayment at the option of the Noteholder in each case without the consent of the Holder of each Note so affectedthereof, or (bii) reduce the aforesaid percentage of Notes the holders of which are required to consent to any such amendment to the Note Agreement, provided, however, that if the Notes are held by the Trust, such amendment shall not be effective until the holders of a majority in principal liquidation amount of Notes of any series, Trust Securities shall have consented to such amendment; provided further that if the consent of the Holders holder of which each outstanding Note is required for required, such amendment shall not be effective until each holder of the Trust Securities shall have consented to such amendment; and provided further that such amendment shall not impair or affect the right of any holder of Preferred Securities to commence a Direct Action, in the circumstances and subject to the limitations set forth in the Declaration, until each holder of Preferred Securities shall have consented to such amendment. Promptly after the execution by the Company of any supplemental Note Agreement or amendment pursuant to the provisions of this Section, the Company shall transmit by mail, first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental Note Agreement, to the Noteholders as their names and addresses appear upon the Note Register. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, without Note Agreement or amendment. It shall not be necessary for the consent of the Holders Noteholders under this Section 8.02 to approve the particular form of each any proposed supplemental Note so affectedAgreement, but it shall be sufficient if such consent shall approve the substance thereof.

With Consent of Noteholders. With the consent (evidenced as provided in Section 6.01) of the Holders of not less than a majority in aggregate principal amount of the then Outstanding Subordinated Notes at the time outstanding of all series affected by such supplemental indenture (voting as one a single class), the Company and the GuarantorsIssuer, each when authorized by a resolution of its Board Resolution (which resolution resolutions may provide general terms or parameters authorization for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Orderby officers of the Issuer authorized thereby), and the 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 of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes of each such seriesNoteholders; provided, that no such supplemental indenture shall (ai) extend modify the final maturity of any Subordinated Note, or ; (ii) reduce the principal amount thereof, or reduce Redemption Amount payable in respect of a Subordinated Note; (iii) modify the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or ; (iv) make the principal thereof, premium, if anythereof (including any amount in respect of OID), or interest thereon, including Additional Interest, payable in any coin or currency or modify any provisions for converting any currency into any other currency other than that as provided in the Subordinated Notes or in accordance with the terms thereof, premium, if any, Indenture; (v) reduce the amount of the principal of an OID Subordinated Note that would be due and payable upon an acceleration Event of the maturity thereof pursuant to Section 6.1 or the amount thereof provable in bankruptcy pursuant to Section 6.2, or Default; (vi) impair or affect the right of any Noteholder to institute suit for the payment thereof orof any amount due on a Subordinated Note without the consent of such Noteholder; (vii) modify the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, if the Notes provide therefor, any right of repayment at the option of the Noteholder in each case without the consent of the Holder of each Note so affected, one or (b) reduce the aforesaid percentage more persons holding or representing not less than 100% in principal amount of Notes of any series, the consent then Outstanding Subordinated Notes. Upon the request of the Holders Issuer, accompanied by a copy of a resolution of the Board (which is required resolutions may provide general authorization for such action and may provide that the specific terms of such action may be determined by officers of the Issuer authorized thereby) certified by the secretary or an assistant secretary of the Issuer authorizing the execution of any such supplemental indenture, without and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid and other documents, if any, required by Section 6.01, the Trustee shall join with the Issuer 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. It shall not be necessary for the consent of the Holders Noteholders under this section to approve the particular form of each Note so affectedany proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall give notice thereof by (a) first class or equivalent mail to the Noteholders at their addresses as they shall appear on the Register or (b) by any other means set forth in such supplemental indenture, setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

With Consent of Noteholders. With (a) Except to the extent provided in Section 8.01 and clause (b) of this Sec- tion 8.02, this Indenture, the Notes or any Note Guarantee may be amended with the consent of the Holders of not less than at least a majority in aggregate principal amount of the then outstanding Notes at the time outstanding of all series affected by such supplemental indenture (voting as one class)a single class (including, the Company and the Guarantorswithout limitation, each when authorized by consents obtained in connection with a Board Resolution (which resolution may provide general terms purchase of, tender offer or parameters exchange offer for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company OrderNotes), and the Trustee may, from time to time and at any time, enter into an indenture existing Default or indentures supplemental hereto for the purpose of adding compliance with any provisions to or changing in any manner or eliminating any of the provisions provision of this Indenture Indenture, the Notes or of any supplemental indenture or of modifying in any manner Note Guarantee may be waived with the rights consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes of each such series; providedvoting as a single class (including, that no such supplemental indenture shall without limitation, consents ob- tained in connection with a purchase of, tender offer or exchange offer for Notes). (b) Notwithstanding clause (a) extend of this Section 8.02, without the final maturity consent of each Holder of Notes issued under this Indenture affected thereby, an amendment or waiver may not (with respect to any Note, or Note held by a non-consenting Holder): (1) reduce the principal amount thereofof Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) of this Section 8.02, the provisions of Section 4.08 of this Indenture; (3) reduce the rate of or extend change the time of for payment of interest thereon, on any such Notes; (4) waive a Default or reduce any amount payable on redemption thereof Event of Default in the payment of principal of or make the principal thereof, premium, if any, or interest thereon, including Additional Interest, on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such accel- eration); (5) make any such Note payable in any coin or currency other than that provided stated in such Note; (6) make any change to the provisions of this Indenture relating to waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive pay- ments of principal of or interest on the Notes; (7) after the Issuer’s obligation to make an offer to purchase Notes arises hereunder, amend, change or modify in accordance with any material respect the terms thereof, premium, if any, that would be due and payable upon an acceleration obligations of the maturity thereof pursuant Is- xxxx to Section 6.1 or the amount thereof provable in bankruptcy pursuant make and consummate a Change of Control Offer with respect to Section 6.2, or impair or affect the right of any Noteholder to institute suit for the payment thereof or, if the Notes provide therefor, any right of repayment at the option of the Noteholder in each case without the consent of the Holder of each Note so affected, or (b) reduce the aforesaid percentage in principal amount of Notes of any series, the consent of the Holders of which is required for any such supplemental indenture, without the consent of the Holders of each Note so affected.a Change of

With Consent of Noteholders. (a) With the consent (evidenced as provided in Section 7.01) of the Holders holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding of all series affected by such supplemental indenture (voting as one class)outstanding, the Company and the GuarantorsCompany, each when authorized by a Board Resolution (which resolution may provide general terms or parameters for such action and may provide that the specific terms of such action may be determined in accordance with or pursuant to a Company Order)Resolution, and the Trustee may, may from time to time and at any time, enter into an indenture or indentures supplemental hereto time amend this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders holders of the Notes of each such seriesNotes; provided, however, that no such supplemental indenture amendment shall without the consent of the holders of each Note then outstanding and affected hereby (ai) extend the final maturity Stated Maturity of any Note, or reduce the rate, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof, premium, if any, thereof or any interest thereon, including or Additional Interest, Interest thereon payable in any coin or currency other than that provided in the Notes or in accordance with the terms thereof, premium, if any, that would be due and payable upon an acceleration of the maturity thereof pursuant to Section 6.1 or the amount thereof provable in bankruptcy pursuant to Section 6.2Notes, or impair or affect the right of any Noteholder to institute suit for the payment thereof or, if the Notes provide therefor, any right of repayment at the option of the Noteholder in each case without the consent of the Holder of each Note so affectedthereof, or (bii) reduce the aforesaid percentage in of Notes the holders of which are required to consent to any such amendment to this Indenture or (iii) reduce the percentage of aggregate principal amount of Notes outstanding notes necessary for waiver of compliance with certain provisions of this indenture or for waiver of certain defaults. (b) Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any seriessupplemental indenture affecting such amendment, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company 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. (c) Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail, first class postage prepaid, a 30 35 notice, prepared by the Company, setting forth in general terms the substance of such supplemental indenture, to the Noteholders as their names and addresses appear upon the Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. (d) It shall not be necessary for the consent of the Holders Noteholders under this Section 9.02 to approve the particular form of which is required for any such proposed supplemental indenture, without but it shall be sufficient if such consent shall approve the consent of the Holders of each Note so affectedsubstance thereof. SECTION 9.03.