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 with the consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), 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 Holders of a majority in aggregate principal amount of the Notes then outstanding (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 (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 principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes; (iii) reduce the rate of or change the time for payment of interest, including default interest, on any Notes; (iv) waive a Default or Event of Default in the payment of principal of, or interest 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 Notes then outstanding and a waiver of the Payment Default that resulted from such acceleration); (v) make any Notes payable in a place of payment or in currency other than that stated in the Notes; (vi) 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, or interest or premium on, or redemption price with respect to, the Notes; or (vii) release any Subsidiary Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this 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 Security Documents with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes) and any past Default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Notes). Notwithstanding the foregoing, without the consent of each Holder of an outstanding Note affected, no amendment may: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Stated Maturity of any Note, (iv) reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article III, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the 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 principal of, and 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 purchase of, or tender offer or exchange offer for, for the Notes), and any existing Default no amendment or Event waiver may (i) release all or substantially all of Default or compliance with any provision the Collateral from the Lien of this Indenture or and the Notes or the Note Guarantees may be waived with the consent of Holders of a majority in aggregate principal amount of the Notes then outstanding (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 (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 principal of or change the fixed maturity of any Note or alter the provisions Security Documents with respect to the redemption Notes, subject to the terms of the Notes; Intercreditor Agreements or (iii) reduce the rate of or change the time for payment of interest, including default interest, on any Notes; (iv) waive a Default or Event of Default in the payment of principal of, or interest 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 Notes then outstanding and a waiver of the Payment Default that resulted from such acceleration); (v) make any Notes payable in a place of payment or in currency other than that stated in the Notes; (viii) make any change in the provisions of in the Intercreditor Agreements or this Indenture relating 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 waivers such Collateral that would adversely affect the Holders of past Defaults or the rights Notes. It shall not be necessary for the consent of the Holders under this Section 9.02 to receive payments approve the particular form of principal ofany 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 deliver to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or interest any defect therein, shall not impair or premium on, or redemption price with respect to, affect the Notes; or (vii) release any Subsidiary Guarantor from any validity of its obligations an amendment under its Note Guarantee or this Indenture, except in accordance with the terms of this IndentureSection 9.02.

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 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 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 (with respect to any Notes held by a non-consenting Holder):not: (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the principal stated rate of interest or change or have the fixed maturity 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 alter redemption notice under this Indenture and the provisions with respect to the redemption of the NotesNotes is not limited by this clause); (iii) reduce the rate principal amount of or change or have the time for payment effect of interest, including default interest, on changing the Stated Maturity of any NotesNote; (iv) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest or premium on, 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 then outstanding with respect to a payment default and a waiver of the Payment Default 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 Notes Note payable in a place of payment or in 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; (viviii) make any change in the amendment or waiver provisions of this Indenture relating to waivers of past Defaults or which require each Holder’s consent; (ix) make any change in ‎Section 2.12 that adversely affects the rights of Holders to receive payments (or beneficial owners) or amend the terms of principal of, the Notes in a way that would result in a loss of exemption from or interest or premium on, or redemption price with respect to, the Notesreduction in any applicable Taxes; or (viix) release modify the Note Guarantees in any Subsidiary Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with manner adverse to the terms of this IndentureHolders.

With Consent of the Holders. (a) Except as otherwise provided in this Section 9.1(b) 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 with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, Notes), and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default or non-compliance with with, or requirement for future compliance with, any provision of this Indenture or Indenture, 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 including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes). (b) Without . However, without the consent of each Holder of an outstanding Note affected, an amendment, supplement or waiver under this Section 9.02 may 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 principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes; (iii) reduce the rate of or change the time for payment of interestinterest on, including default interest, on any NotesNote; (iii) reduce the principal of or change 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 premium on, 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 Notes then outstanding and a waiver of the Payment Default payment default that resulted from such acceleration); (v) make any Notes payable in a place of payment or in currency other than that stated in the Notes; (vivii) 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, or interest or premium oninterest, if any, or redemption price with respect topremium, if any, on, the Notes; or; (viiviii) make any change in the amendment and waiver provisions herein which require each Holder’s consent; (ix) release any Subsidiary Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; (x) expressly subordinate such Note or any Note Guarantee to any other Indebtedness of the Issuer or any Guarantor or make any other change in the ranking or priority of any Note that would 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 Change of 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 modifying any definition 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 (xiii) waive a Default or Event of Default in the 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 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 provided in Section 9.1(b) The Issuer and Section 9.2, the Trustee may amend this Indenture, the Notes or and the Note Subsidiary Guarantees may be amended or supplemented with the consent of Holders the Issuer and the holders of at least a majority in aggregate principal amount of the Notes then outstanding voting as a single class and any past default or compliance with any provisions hereof may be waived with the consent of the holders of at least a majority in principal amount of the Notes then outstanding voting as a single class (in each case, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), 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 Holders of a majority in aggregate principal amount of the Notes then outstanding (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 not: (with respect to any Notes held by a non-consenting Holder): (i1) reduce the principal amount of Notes whose Holders holders must consent to an amendment, supplement (2) reduce the rate of or waiver; extend the time for payment of interest on any Note, (ii3) reduce the principal of or change the fixed maturity Stated Maturity of any Note, (4) reduce the premium payable upon the redemption of any Note or alter change the provisions with respect 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 redemption Notes or any Subsidiary Guarantee to any other Indebtedness of the Notes; Issuer or any Subsidiary Guarantor, (iii7) reduce impair the rate contractual right of or change the time for payment of interest, including default interest, on any Notes; (iv) waive a Default or Event of Default in the holder to receive payment of principal of, premium, if any, and interest on such holder’s Note on or interest after the due dates therefor or premium onto institute suit for the enforcement of any payment on or with respect to such holder’s Note, the Notes or (except a rescission 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); (v) make any Notes payable in a place of payment or in currency other than that stated in the Notes; (vi) 8) make any change in the amendment provisions of this Indenture relating to waivers of past Defaults or in 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) release any Subsidiary Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture.waiver provisions which require each holder’s consent. 116