Common use of With Consent of the Holders Clause in Contracts

With Consent of the Holders. (a) Except as provided in ‎Section 9.1(b) and ‎Section 9.2, this Indenture, the Notes or the Note Guarantees may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (excluding any Notes held by the Issuer or any of its Affiliates), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in 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, the Notes). (b) Without the consent of each Holder affected, an amendment, supplement or waiver may not: (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the stated rate of interest or change or have the effect of changing the stated time for payment of interest on any Note (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause); (iii) reduce the principal amount of or change or have the effect of changing the Stated Maturity of any Note; (iv) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes with respect to a payment default and a waiver of the payment default that resulted from such acceleration); (v) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in ‎Section 3.3, ‎Section 4.1(e) and ‎Section 4.4, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause); (vi) make any Note payable in a currency other than that stated in the Note; (vii) impair the right of any Holder to receive payment of principal, premium, if any, or interest on such Holder’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; (viii) make any change in the amendment or waiver provisions which require each Holder’s consent; (ix) make any change in ‎Section 2.12 that adversely affects the rights of Holders (or beneficial owners) or amend the terms of the Notes in a way that would result in a loss of exemption from or reduction in any applicable Taxes; or (x) modify the Note Guarantees in any manner adverse to the Holders.

With Consent of the Holders. (a) Except as provided in ‎Section Section 9.1(b) and ‎Section Section 9.2, this Indenture, the Notes or the Note Guarantees may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (excluding any Notes held by the Issuer or any of its Affiliates), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). (b) Without the consent of each Holder affected, an amendment, supplement or waiver may not:not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the stated rate principal of interest or change or have the effect fixed maturity of changing the stated time for payment of interest on any Note (for or alter the avoidance provisions with respect to the redemption of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause)Notes; (iii) reduce the principal amount rate of or change or have the effect time for payment of changing the Stated Maturity of interest, including default interest, on any NoteNotes; (iv) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on or premium on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-Notes then outstanding Notes with respect to a payment default and a waiver of the payment default Payment Default that resulted from such acceleration); (v) reduce the premium make any Notes payable upon the redemption in a place of payment or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in ‎Section 3.3, ‎Section 4.1(e) and ‎Section 4.4, whether through an amendment or waiver of provisions currency other than that stated in the covenants, definitions or otherwise (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause)Notes; (vi) make any Note payable in a currency other than that stated change in the Note;provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium on, or redemption price with respect to, the Notes; or (vii) impair the right release any Subsidiary Guarantor from any of any Holder to receive payment of principalits obligations under its Note Guarantee or this Indenture, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or except in accordance with respect to such Holder’s Notes; (viii) make any change in the amendment or waiver provisions which require each Holder’s consent; (ix) make any change in ‎Section 2.12 that adversely affects the rights of Holders (or beneficial owners) or amend the terms of the Notes in a way that would result in a loss of exemption from or reduction in any applicable Taxes; or (x) modify the Note Guarantees in any manner adverse to the Holdersthis Indenture.

With Consent of the Holders. (a) Except as provided in ‎Section 9.1(b) The Issuer and ‎Section 9.2, the Trustee may amend this Indenture, the Notes Notes, the Intercreditor Agreements or the Note Guarantees may be amended or supplemented by the Issuer, the Guarantors and the Trustee Security Documents with the written consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (excluding any Notes held by including consents obtained in connection with a tender offer or exchange for the Issuer or any of its Affiliates), Notes) and any existing Default or Event of past Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees provisions may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). (b) Without . Notwithstanding the foregoing, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver may notno amendment may: (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;, (ii) reduce the stated rate of interest or change or have extend the effect of changing the stated time for payment of interest on any Note (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause);Note, (iii) reduce the principal amount of or change or have the effect of changing the Stated Maturity of any Note;, (iv) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes with respect to a payment default and a waiver of the payment default that resulted from such acceleration); (v) reduce the premium amount payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in ‎Section 3.3, ‎Section 4.1(e) and ‎Section 4.4, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause);accordance with Article III, (viv) make any Note payable in a currency money other than that stated in such Note, (vi) expressly subordinate the Note;Notes or any Note Guarantees to any other Indebtedness of the Issuer or any Note Guarantor, (vii) impair the right of any Holder to receive payment of principalprincipal of, premiumand interest on, if any, or interest on such Holder’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;, (viii) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02, or (ix) except as otherwise expressly permitted under this Indenture, modify any Note Guarantee in any manner adverse in any material respect to the Holders. In addition, subject to the terms of the Intercreditor Agreements, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes), no amendment or waiver provisions which require each Holder’s consent; may (ixi) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes, subject to the terms of the Intercreditor Agreements or (ii) make any change in ‎Section 2.12 the provisions in the Intercreditor Agreements or this Indenture or any material change in the provisions in the Security Documents, in each case dealing with the application of proceeds of Collateral upon the exercise of remedies with respect to such Collateral that would adversely affects affect the rights of Holders (or beneficial owners) or amend the terms of the Notes in a way that would result in a loss Notes. It shall not be necessary for the consent of exemption from or reduction in the Holders under this Section 9.02 to approve the particular form of any applicable Taxes; or (x) modify proposed amendment, but it shall be sufficient if such consent approves the Note Guarantees in any manner adverse substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer shall deliver to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) Except as provided in ‎Section 9.1(b) The Company and ‎Section 9.2the Trustee may amend, supplement or otherwise modify this Indenture, the Notes and the Guarantees, any existing Default or Event of Default or compliance with any provisions of this Indenture, the Notes or the Note Guarantees may be amended or supplemented by the Issuerwaived, the Guarantors and the Trustee with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes) of the Holders of at least voting as a majority in aggregate principal amount of the Notes then outstanding (excluding any Notes held by the Issuer or any of its Affiliates), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (includingsingle class. However, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). (b) Without the consent of each Holder holder of an outstanding Note affected, an amendment, supplement no amendment or waiver may notmay: (i1) reduce the principal amount of Notes whose Holders holders must consent to an amendment, supplement or waiver;, (ii2) reduce the stated rate of interest or change or have extend the effect of changing the stated time for payment of interest on any Note (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause);Note, (iii3) reduce the principal amount of or change or have the effect of changing the Stated Maturity of any Note;, (iv) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes with respect to a payment default and a waiver of the payment default that resulted from such acceleration); (v4) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in ‎Section 3.3, ‎Section 4.1(e) and ‎Section 4.4, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause);accordance with Article III, (vi5) make any Note payable in a currency other than that stated in the such Note;, (vii6) expressly subordinate the Notes or any Guarantee to any other Indebtedness of the Company or any Guarantor, (7) impair the right of any Holder holder to receive payment of principalprincipal of, premium, if any, or and interest on such Holderholder’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 Holderholder’s Notes; (viii) 8) make any change in the amendment or waiver provisions which require each Holderholder’s consentconsent or in the waiver provisions; (ix9) waive a Default or Event of Default with respect to the nonpayment of principal premium or interest (except pursuant to a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); (10) release proceeds from the Escrow Account in any manner or at any time other than as set forth in Section 3.09 or 4.16 and in the Escrow Agreement; or (11) make any change to the provisions in ‎Section 2.12 this Indenture with respect to the Escrow Issuer’s obligation to redeem the Notes through a Special Mandatory Redemption in a manner that would materially adversely affects affect the rights of Holders (or beneficial owners) or amend the terms holders of the Notes Notes. It shall not be necessary for the consent of the holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail, or otherwise deliver in a way that would result in a loss accordance with the procedures of exemption from or reduction in any applicable Taxes; or (x) modify the Note Guarantees in any manner adverse Depository, to the Holdersholders a notice briefly describing such amendment. The failure to give such notice to all holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) Except as provided in ‎Section 9.1(b) The Issuer and ‎Section 9.2, the Trustee may amend this Indenture, the Notes or the Note Guarantees may be amended or supplemented by the Issuer, the Guarantors and the Trustee Subsidiary Guarantees with the consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of the Holders Issuer and the holders of at least a majority in aggregate principal amount of the Notes then outstanding (excluding any Notes held by the Issuer or any of its Affiliates), voting as a single class and any existing Default or Event of Default past default or compliance with any provision of this Indenture or the Notes or the Note Guarantees provisions hereof may be waived with the consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class (includingin each case, without limitation, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). (b) Without . However, without the consent of each Holder holder of an outstanding Note affected, an amendment, supplement or waiver amendment may not: : (i1) reduce the principal amount of Notes whose Holders holders must consent to an amendment, supplement or waiver; (ii2) reduce the stated rate of interest or change or have extend the effect of changing the stated time for payment of interest on any Note Note, (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause); (iii3) reduce the principal amount of or change or have the effect of changing the Stated Maturity of any Note; , (iv4) waive a Default reduce the premium payable upon the redemption of any Note or Event change the dates on which any such premium is payable upon redemption pursuant to Article III, (5) make any Note payable in money other than that stated in such Note, (6) expressly subordinate the Notes or any Subsidiary Guarantee to any other Indebtedness of Default in the Issuer or any Subsidiary Guarantor, (7) impair the contractual right of any holder to receive payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes with respect to a payment default and a waiver of the payment default that resulted from such acceleration); (v) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in ‎Section 3.3, ‎Section 4.1(e) and ‎Section 4.4, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause); (vi) make any Note payable in a currency other than that stated in the Note; (vii) impair the right of any Holder to receive payment of principal, premium, if any, or interest on such Holderholder’s Notes Note on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes; Note, or (viii) 8) make any change in the amendment provisions or in the waiver provisions which require each Holderholder’s consent; (ix) make any change in ‎Section 2.12 that adversely affects the rights of Holders (or beneficial owners) or amend the terms of the Notes in a way that would result in a loss of exemption from or reduction in any applicable Taxes; or (x) modify the Note Guarantees in any manner adverse to the Holders.. 116

With Consent of the Holders. (a) Except as provided in ‎Section 9.1(b) and ‎Section 9.2, this This Indenture, the Notes or issued hereunder, the Note Guarantees Escrow Agreement and the Security Documents may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the consent of the holders of at least a majority in principal amount of the Notes then outstanding issued under this Indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (excluding any Notes held by the Issuer or any of its Affiliates), and any existing Default or Event of Default default or compliance with any provision of this Indenture or Indenture, the Notes or issued hereunder, the Note Guarantees Escrow Agreement and the Security Documents may be waived with the consent of the Holders holders of a majority in aggregate principal amount of the Notes then outstanding Notes issued under this Indenture (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). (b) Without . How ever, without the consent of each Holder of an outstanding Note affected, an amendment, supplement amendment or waiver of the Indenture, the Notes, the Escrow Agreement or the Security Documents may not:not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders holders must consent to an amendment, supplement or waiver; (ii) reduce the stated rate principal of interest or change or have the effect fixed maturity of changing the stated time for payment of interest on any Note (for or alter the avoidance provisions with respect to the redemption of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause(other than pursuant to Sections 4.06 or 4.08 hereof); (iii) reduce the principal amount rate of or change or have the effect time for payment of changing the Stated Maturity of interest on any Note; (iv) waive a 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 acceleration of the Notes by the Holders holders of at least a majority in aggregate principal amount of the then-outstanding Notes with respect to a payment default and a waiver of the payment default that resulted from such acceleration); (v) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in ‎Section 3.3, ‎Section 4.1(e) and ‎Section 4.4, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause); (vi) make any Note payable in a currency money other than that stated in the NoteNotes; (vi) modify the Guarantees in any manner materially adverse to the holders of the Notes; (vii) impair make any change in Section 6.04 or 6.07 or the right second sentence of any Holder to receive payment of principal, premium, if any, or interest on such Holder’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 Notesthis Section 9.02; (viii) make waive a redemption payment with respect to any change in the amendment Note issued thereunder (other than a payment required by Section 4.06 or waiver provisions which require each Holder’s consent4.08 hereof); (ix) make except as permitted by this Indenture, release any change in ‎Section 2.12 that adversely affects the rights of Holders (Guarantee or beneficial owners) any Lien on all or amend the terms substantially all of the Notes in a way that would result in a loss of exemption from or reduction in any applicable Taxes; orCollateral; (x) modify subordinate the Note Guarantees in Notes or any manner adverse Guarantee to any other Indebtedness; or It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of the Holders. (a) Except as otherwise provided in ‎Section 9.1(b) this Section 9.02, the Issuer, the Guarantors and ‎Section 9.2, the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (excluding any Notes held by the Issuer or any of its Affiliates), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes). , and, subject to Section 6.04 and Section 6.07, any Default or Event of Default or non-compliance with, or requirement for future compliance with, any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (b) Without including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the stated rate of interest or change or have the effect of changing the stated time for payment of interest on on, any Note (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause)Note; (iii) reduce the principal amount of or change or have the effect of changing the Stated Maturity of any Note; (iv) waive a Default or Event reduce any payment or premium payable upon the redemption of Default any Note or change the time at which any Note may be redeemed as described in Section 3.08 (other than the requirement to provide not less than 30 days’ notice); (v) make any Note payable in money or currency other than that stated in such Note; (vi) impair the right of any Holder to bring suit to enforce the right to receive payment of principal of, or premium, if any, or interest on such Holder’s Notes on or after the Notes due dates therefor (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes with respect to a payment default and a waiver of the payment default that resulted from such acceleration); (v) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in ‎Section 3.3, ‎Section 4.1(e) and ‎Section 4.4, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause); (vivii) make any Note payable in a currency other than that stated change in the Note; (vii) impair provisions of this Indenture relating to waivers of past Defaults or the right rights of any Holder Holders of Notes to receive payment payments of principalprincipal of, interest, if any, or premium, if any, or interest on such Holder’s Notes on or after on, the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (viii) make any change in the amendment or and waiver provisions herein which require each Holder’s consent; (ix) make release any change Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in ‎Section 2.12 that adversely affects the rights of Holders (or beneficial owners) or amend accordance with the terms of this Indenture; (x) expressly subordinate such Note or any Note Guarantee to any other Indebtedness of the Notes Issuer or any Guarantor or make any other change in a way the ranking or priority of any Note that would result adversely affect the Holders; (xi) amend, change or modify the obligation of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.06 after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Issuer to make and consummate a loss Change of exemption from Control Offer in the event of a Change of Control in accordance with Section 4.08 after such Change of Control has occurred, including, in each case, amending, changing or reduction in modifying any applicable Taxesdefinition relating thereto; (xii) except as otherwise permitted under Section 4.11 and Section 5.01, consent to the assignment or transfer by the Issuer or any Guarantor of any of their rights or obligations under this Indenture; or (xxiii) modify waive a Default or Event of Default in the Note Guarantees payment of principal of, premium on, if any, interest , if any, on, the Notes (except a rescission of acceleration of the 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 acceleration). (b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any manner adverse amendment, supplement or waiver of this Indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (c) Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amendment, supplement or waiver of this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee shall join with the Issuer and the Guarantors in the execution of such amendment, supplement or waiver unless such amendment, supplement or waiver directly 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 amendment, supplement or waiver. (d) After an amendment, supplement or waiver under this Article Nine becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment, supplement or waiver under this Article Nine. (e) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

With Consent of the Holders. (a) Except as otherwise provided in ‎Section 9.1(b) this Section 9.02, the Issuer, the Guarantors and ‎Section 9.2, the Trustee may amend or supplement this Indenture, the Notes or the Note Guarantees may be amended or supplemented by the Issuer, the Guarantors and the Trustee with the consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (excluding any Notes held by the Issuer or any of its Affiliates), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes). , and, subject to Section 6.04 and Section 6.07, any Default or Event of Default or non-compliance with, or requirement for future compliance with, any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (b) Without including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes). However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver under this Section 9.02 may not:not (with respect to any Notes held by a non-consenting Holder): (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the stated rate of interest or change or have the effect of changing the stated time for payment of interest on on, any Note (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause)Note; (iii) reduce the principal amount of or change or have the effect of changing the Stated Maturity of any Note; (iv) waive a Default or Event reduce any payment or premium payable upon the redemption of Default any Note or change the time at which any Note may be redeemed as described in Section 3.01 (other than the requirement to provide not less than 30 days’ notice); (v) make any Note payable in money or currency other than that stated in such Note; (vi) impair the right of any Holder to receive payment of principal of, premium, or premium ,if any, or interest on such Holder’s Notes on or after the Notes due dates therefor (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes with respect to a payment default and a waiver of the payment default that resulted from such acceleration); (v) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in ‎Section 3.3, ‎Section 4.1(e) and ‎Section 4.4, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause); (vi) make any Note payable in a currency other than that stated in the Note; (vii) impair the right of any Holder to receive payment of principal, premium, if any, or interest on such Holder’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; (vii) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, , interest or Special Interest, if any, or premium, if any, on, the Notes; (viii) make any change in the amendment or and waiver provisions herein which require each Holder’s consent; (ix) make release any change Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in ‎Section 2.12 that adversely affects the rights of Holders (or beneficial owners) or amend accordance with the terms of this Indenture; (x) expressly subordinate such Note or any Note Guarantee to any other Indebtedness of the Notes Issuer or any Guarantor or make any other change in a way the ranking or priority of any Note that would result adversely affect the Holders; (xi) amend, change or modify the obligation of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.06 after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Issuer to make and consummate a loss Change of exemption from Control Offer in the event of a Change of Control in accordance with Section 4.08 after such Change of Control has occurred, including, in each case, amending, changing or reduction in modifying any applicable Taxesdefinition relating thereto; (xii) except as otherwise permitted under Section 4.11 and Section 5.01, consent to the assignment or transfer by the Issuer or any Guarantor of any of their rights or obligations under this Indenture; or (xxiii) modify waive a Default or Event of Default in the Note Guarantees payment of principal of, premium on, if any, interest or Special Interest, if any, on, the Notes (except a rescission of acceleration of the 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 acceleration). (b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any manner adverse amendment, supplement or waiver of this Indenture. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such amendment, supplement or waiver, whether or not such Holders remain Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect. (c) Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amendment, supplement or waiver of this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee shall join with the Issuer and the Guarantors in the execution of such amendment, supplement or waiver unless such amendment, supplement or waiver directly 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 amendment, supplement or waiver. (d) After an amendment, supplement or waiver under this ARTICLE Nine becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment, supplement or waiver under this ARTICLE Nine. (e) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.