Common use of With Consent of Securityholders; Limitations Clause in Contracts

With Consent of Securityholders; Limitations. Except as provided below in this Section 15.02, the Company and the Trustee may modify or amend this Indenture (including any indenture supplemental hereto or Company Order) and the Securities of any series with the consent of the Holders of at least a majority in principal amount of such series of Securities then Outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for such series of Securities), and, subject to Sections 8.02 and 8.06 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture (including any indenture supplemental hereto or Company Order) or such series of Securities may be waived with the consent of the Holders of a majority in principal amount of the Notes (including additional Securities, if any) then Outstanding (including consents obtained in connection with a tender offer or exchange offer for such series of Securities). Without the consent of each Holder affected, a modification or amendment may not (with respect to any Securities of any series held by a non-consenting Holder): (a) change the Stated Maturity of the principal of, or any installment of principal of, or interest on, such series of Securities; (b) reduce the principal amount of, or the rate or amount of interest on, or any premium payable with respect to, such series of Securities; (c) change the places or currency of payment of the principal of, or any premium or interest on, such series of Securities; (d) impair the right to sue for the enforcement of any payment of principal of, or any premium or interest on, any such series of Securities on or after the date the payment is due; (e) reduce the percentage in aggregate principal amount of Outstanding Securities of such series necessary to: (i) modify or amend this Indenture, (ii) waive any past default or compliance with certain restrictive provisions, or (iii) constitute a quorum or take action at a meeting; or (f) otherwise modify the provisions of this Indenture concerning modification or amendment or concerning waiver of compliance with certain provisions of, or certain defaults and their consequences under, this Indenture, except to: (i) increase the percentage of Outstanding Securities of such series necessary to modify or amend this Indenture or to give the waiver, or (ii) provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of the Outstanding Securities of such series affected by the modification or waiver. It shall not be necessary for the consent of the Holders of any Security of any series under this Section 15.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a modification or waiver under this Section 15.02 becomes effective, the Company shall mail to the Holders of the applicable series of Securities affected thereby a notice briefly describing the modification or waiver. 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 amended Indenture or waiver.

With Consent of Securityholders; Limitations. Except as provided below in this Section 15.02, the Company and the Trustee may modify or amend this Indenture (including any indenture supplemental hereto or Company Order) and the Securities of any series with the consent of the Holders of at least a majority in principal amount of such series of Securities then Outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for such series of Securities), and, subject to Sections 8.02 and 8.06 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture (including any indenture supplemental hereto or Company Order) or such series of Securities may be waived with the consent of the Holders of a majority in principal amount of the Notes (including additional Securities, if any) then Outstanding (including consents obtained in connection with a tender offer or exchange offer for such series of Securities). Without the consent of each Holder affected, a modification or amendment may not (with respect to any Securities of any series held by a non-consenting Holder): (a) change the Stated Maturity of the principal of, or any installment of principal of, or interest on, such series of Securities; (b) reduce the principal amount of, or the rate or amount of interest on, or any premium payable with respect to, such series of Securities; (c) change the places or currency of payment of the principal of, or any premium or interest on, such series of Securities; (d) impair the right to sue xxx for the enforcement of any payment of principal of, or any premium or interest on, any such series of Securities on or after the date the payment is due; (e) reduce the percentage in aggregate principal amount of Outstanding Securities of such series necessary to: (i) modify or amend this Indenture, (ii) waive any past default or compliance with certain restrictive provisions, or (iii) constitute a quorum or take action at a meeting; or (f) otherwise modify the provisions of this Indenture concerning modification or amendment or concerning waiver of compliance with certain provisions of, or certain defaults and their consequences under, this Indenture, except to: (i) increase the percentage of Outstanding Securities of such series necessary to modify or amend this Indenture or to give the waiver, or (ii) provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of the Outstanding Securities of such series affected by the modification or waiver. It shall not be necessary for the consent of the Holders of any Security of any series under this Section 15.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After a modification or waiver under this Section 15.02 becomes effective, the Company shall mail to the Holders of the applicable series of Securities affected thereby a notice briefly describing the modification or waiver. 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 amended Indenture or waiver.

With Consent of Securityholders; Limitations. Except as provided below in this Section 15.02, the Company and the Trustee may modify or amend this Indenture (including any indenture supplemental hereto or Company Ordera) and the Securities of any series with With the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture voting separately, the Company and the Trustee may, from time to time and at any time, amend or supplement this Indenture, the Securities of a series or the Escrow Agreement for the purpose of Securities then Outstanding adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or of modifying in any manner the rights of the Holders hereunder or thereunder (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for such series for, the Securities of Securities), and, subject to Sections 8.02 any series) and 8.06 hereof, any existing Default or Default, Event of Default or compliance with any provision of this Indenture (including any indenture supplemental hereto or Company Order) or Indenture, the Securities of such series of Securities to be affected or the Escrow Agreement may be waived with the consent of the Holders of not less than a majority in principal amount of the Notes (including additional SecuritiesOutstanding Securities of such series, if any) then Outstanding other than Securities of such series beneficially owned by the Company or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for Securities of such series of Securitiesseries). Without ; provided, however, without the consent of each Holder affectedof Securities of the series issued under this Indenture affected thereby, a modification an amendment, supplement or amendment waiver may not (not, with respect to any Securities of any such series issued under this Indenture and held by a non-consenting Holder):, (ai) reduce the principal amount of Securities of a series whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal of or change the Stated Maturity of any Securities of a series or alter or waive the provisions with respect to the redemption of the Securities of such series (other than Sections 6.14 and 6.15); (iii) reduce the rate of or change the time for payment of interest on any Security of a series; (iv) waive a Default or Event of Default in the payment of principal ofof or premium, if any, or interest on the Securities of a series issued under this Indenture, except a rescission of acceleration of the Securities of such series by the Holders of at least a majority in aggregate principal amount of the Securities of such series and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture which cannot be amended or modified without the consent of all Holders; (v) make any installment Security of a series payable in money other than that stated in the Security of such series; (vi) make any change in Section 7.11 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Securities of a series; (vii) make any change in the amendment and waiver provisions set forth in this Section 14.02; (viii) modify or change any provision of this Indenture or the related definitions to affect the ranking of the Securities of a series in a manner that adversely affects the Holders of such Securities; or (ix) impair the right of any Holder to receive payment of principal of, or interest on, on such Holder’s Securities of a series of Securities; (b) reduce on or after the principal amount of, due dates therefor or the rate or amount of interest on, or any premium payable with respect to, such series of Securities; (c) change the places or currency of payment of the principal of, or any premium or interest on, such series of Securities; (d) impair the right to sue institute suit for the enforcement of any payment on or with respect to such Holder’s Securities of principal of, such series. (b) A supplemental indenture that changes or eliminates any premium provision of this Indenture which has expressly been included solely for the benefit of one or interest on, any such more particular series of Securities on or after which modifies the date rights of the payment is due; (e) reduce the percentage in aggregate principal amount Holders of Outstanding Securities of such series necessary to:with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. (ic) modify or amend this Indenture, (ii) waive any past default or compliance with certain restrictive provisions, or (iii) constitute a quorum or take action at a meeting; or (f) otherwise modify the provisions of this Indenture concerning modification or amendment or concerning waiver of compliance with certain provisions of, or certain defaults and their consequences under, this Indenture, except to: (i) increase the percentage of Outstanding Securities of such series necessary to modify or amend this Indenture or to give the waiver, or (ii) provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of the Outstanding Securities of such series affected by the modification or waiver. It shall not be necessary for the consent of the Holders of any Security of any series Securityholders under this Section 15.02 14.02 to approve the particular form of any proposed amendment or waiversupplemental indenture, but it shall be sufficient if such consent approves shall approve the substance thereof. After . (d) The Company may set a modification record date pursuant to Section 8.02(d) for purposes of determining the identity of the Holders of each series of Securities entitled to give a written consent or waiver under waive compliance by the Company as authorized or permitted by this Section 15.02 becomes effective14.02. (e) After the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section 14.02, the Company shall mail a notice, setting forth in general terms the substance of such supplemental indenture, to the Holders of Securities at their addresses as the applicable series of Securities affected thereby a notice briefly describing same shall then appear in the modification or waiverRegister. 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 amended Indenture supplemental indenture. (f) In addition, without the consent of the Holders of at least a majority of the Securities of the affected series then Outstanding, no amendment, supplement or waiverwaiver may amend or waive any condition to the Release under the Escrow Agreement.