Common use of Modification of Indenture with Consent of Holders of Notes Clause in Contracts

Modification of Indenture with Consent of Holders of Notes. Without notice to any Holder but with the consent (evidenced as provided in Section 9.1) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, the Issuers, when authorized by a resolution of their respective Board of Directors, and the Trustee, may from time to time and at any time enter into an Indenture or Indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of execution thereof) 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; provided, that no such supplemental Indenture, without the consent of the Holders of each Note so affected, shall (i) reduce the percentage in principal 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 extend the Stated Maturity of any Note; (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may or shall be redeemed in accordance with Article III; (v) make any Note payable in currency other than that stated in the Note; (vi) release any security that may have been granted in respect of the Notes; or (vii) make any change in Section 7.4 or this Section 10.2. Upon the request of the Issuers, accompanied by a copy of a resolution of the Board of Directors authorizing the execution of any such supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Issuers 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 under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. After an amendment under this Section 10.2 becomes effective, the Issuers shall mail to Holders of Notes a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.2.

Modification of Indenture with Consent of Holders of Notes. Without notice to any Holder but As set forth in Section 1202 of the Original Indenture (and except as otherwise provided herein), with the consent (evidenced as provided in Section 9.1) of the Holders of not less than at least a majority in the aggregate principal amount of the Outstanding NotesSecurities of all outstanding series (except as otherwise provided in said Section 1202), the IssuersCompany, when authorized by a resolution of their respective Board of Directors, the Guarantor and the Trustee, Trustee may from time to time and at any time enter into an Indenture indenture or Indentures indentures supplemental hereto (which shall conform or to the provisions of the Trust Original Indenture Act as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Original Indenture or of any supplemental this Supplemental Indenture No. 2 or of modifying in any manner the rights of the Holders of the NotesSecurities; provided, however, that no if the Notes have been remarketed in more than one Tranche and if the proposed supplemental indenture directly affects the rights of the Holders of only one Tranche, then such supplemental indenture shall only require the consent of the Holders of a majority in the aggregate principal amount of the Notes of such Tranche, considered as one class; provided, however, that, in addition to Sections 1202(a), (b) and (c) of the Original Indenture, no amendment or modification may without the consent of the Holders of each Note so affected, shall directly affected thereby: (i) reduce cause a “significant modification” of the percentage in principal amount Notes within the meaning of Notes whose Holders must consent to an amendment; Treasury Regulation § 1.1001-3, (ii) reduce modify the rate Put Right of Holders of the Notes upon a Failed Remarketing in a manner adverse to the Holders or extend the time for payment of interest on any Note; (iii) reduce modify the principal Remarketing provisions of the Notes in a manner adverse to the Holders, it being understood that the modification of the ranking provisions (along with the related modification of the covenants and the Events of Default), elimination of the interest deferral provisions, any reset of the Coupon Rate or extend modification of the Stated Maturity of any Note; (iv) reduce the premium payable upon the or redemption of any Note or change the time at which any Note may or shall be redeemed in accordance with Article III; (v) make any Note payable in currency other than that stated in the Note; (vi) release any security that may have been granted in respect provisions of the Notes; or (vii) make Notes in connection with a Successful Remarketing is permitted under the Indenture and does not require any change in Section 7.4 or this Section 10.2. Upon modification to the request provisions of the Issuers, accompanied by a copy of a resolution of the Board of Directors authorizing the execution of any such supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Issuers 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 under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. After an amendment under this Section 10.2 becomes effective, the Issuers shall mail to Holders of Notes a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.2.

Modification of Indenture with Consent of Holders of Notes. Without notice to any Holder but with With the consent (evidenced as provided in Section 9.1) of the Holders of not less than a majority in aggregate principal amount of Outstanding Notes (except as otherwise provided in Section 902 of the Outstanding NotesBase Indenture), the IssuersCompany, when authorized by a resolution of their respective Board of DirectorsResolution, and the Trustee, Trustee may from time to time and at any time enter into an Indenture indenture or Indentures indentures supplemental hereto (which shall conform or to the provisions of the Trust Base Indenture Act as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Base Indenture or of any supplemental this First Supplemental Indenture or of modifying in any manner the rights of the Holders of the Notes; providedprovided that, that in addition to the restrictions set forth in subsections (1) through (7) of the proviso contained in Section 902 of the Base Indenture (which shall apply to this Section 8.2, mutatis mutandis), no such supplemental Indenture, indenture may without the consent of the Holders of each Outstanding Note so affected, shall affected thereby: (i) reduce modify the percentage Put Right of Holders of the Notes upon a Failed Remarketing in principal amount of Notes whose Holders must consent a manner materially adverse to an amendment; the Holders, (ii) reduce modify the rate Remarketing provisions of the Notes in a manner materially adverse to the Holders or extend the time for payment of interest on any Note; (iii) reduce modify the principal provisions of Article Fourteen of the Base Indenture with respect to the subordination of the Notes or extend Section 2.12 hereof, in each case, in a manner adverse to the Stated Maturity Holders, it being understood that any modification of any Note; (iv) reduce the premium payable upon terms of the redemption of any Note or change the time at which any Note may or shall be redeemed Notes permitted pursuant to Section 9.4 in connection with a Remarketing that is made in accordance with Article III; (v) make the terms of the Indenture may be made without the consent of any Note payable in currency other than that stated in the Note; (vi) release any security that may have been granted in respect Holders of the Notes; or . The first sentence of Section 902 of the Base Indenture shall not apply with respect to the Notes (vii) make other than the proviso therein, which shall apply as set forth in the immediately preceding sentence), and any change reference in Section 7.4 or the Base Indenture to the provisions therein shall, for purposes of the Notes, be deemed to refer instead to the applicable provision in this Section 10.2. Upon the request of the Issuers, accompanied by a copy of a resolution of the Board of Directors authorizing the execution of any such supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Issuers 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 under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. After an amendment under this Section 10.2 becomes effective, the Issuers shall mail to Holders of Notes a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.28.2.

Modification of Indenture with Consent of Holders of Notes. Without notice to any Holder but As set forth in Section 1202 of the Original Indenture (and except as otherwise provided herein), with the consent (evidenced as provided in Section 9.1) of the Holders of not less than at least a majority in the aggregate principal amount of the Outstanding NotesSecurities of all outstanding series (except as otherwise provided in said Section 1202), the IssuersCompany, when authorized by a resolution of their respective Board of Directors, the Guarantor and the Trustee, Trustee may from time to time and at any time enter into an Indenture indenture or Indentures indentures supplemental hereto (which shall conform or to the provisions of the Trust Original Indenture Act as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Original Indenture or of any supplemental this Supplemental Indenture No. 3 or of modifying in any manner the rights of the Holders of the NotesSecurities; provided, however, that no if the Notes have been remarketed in more than one Tranche and if the proposed supplemental indenture directly affects the rights of the Holders of only one Tranche, then such supplemental indenture shall only require the consent of the Holders of a majority in the aggregate principal amount of the Notes of such Tranche, considered as one class; provided, however, that, in addition to Sections 1202(a), (b) and (c) of the Original Indenture, no amendment or modification may without the consent of the Holders of each Note so affected, shall directly affected thereby: (i) reduce cause a “significant modification” of the percentage in principal amount Notes within the meaning of Notes whose Holders must consent to an amendment; Treasury Regulation § 1.1001-3, (ii) reduce modify the rate Put Right of Holders of the Notes upon a Failed Remarketing in a manner adverse to the Holders or extend the time for payment of interest on any Note; (iii) reduce modify the principal Remarketing provisions of the Notes in a manner adverse to the Holders, it being understood that the elimination of the interest deferral provisions, any reset of the Coupon Rate or extend modification of the Stated Maturity of any Note; (iv) reduce the premium payable upon the or redemption of any Note or change the time at which any Note may or shall be redeemed in accordance with Article III; (v) make any Note payable in currency other than that stated in the Note; (vi) release any security that may have been granted in respect provisions of the Notes; or (vii) make Notes in connection with a Successful Remarketing is permitted under the Indenture and does not require any change in Section 7.4 or this Section 10.2. Upon modification to the request provisions of the Issuers, accompanied by a copy of a resolution of the Board of Directors authorizing the execution of any such supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Issuers 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 under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. After an amendment under this Section 10.2 becomes effective, the Issuers shall mail to Holders of Notes a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.2.

Modification of Indenture with Consent of Holders of Notes. Without notice to any Holder but with With the consent (evidenced as provided in Section 9.1) of the Holders of not less than a majority in aggregate the principal amount of the Outstanding NotesNotes (except as otherwise provided in Section 902 of the Base Indenture), by Act of said Holders delivered to the Company and the Trustee, the IssuersCompany, when authorized by a resolution of their respective Board of DirectorsResolution, and the Trustee, Trustee may from time to time and at any time enter into an Indenture indenture or Indentures indentures supplemental hereto (which shall conform or to the provisions of the Trust Base Indenture Act as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this the Base Indenture or of any supplemental this Series F Supplemental Indenture or of modifying in any manner the rights of the Holders of the Notes; provided, that however, that, in addition to the restrictions set forth in the proviso contained in Section 902 of the Base Indenture (which shall apply to this Section 8.2, mutatis mutandis), no such supplemental Indentureindenture shall, without the consent of the Holders of each Outstanding Note so affected, shall affected thereby: (i) reduce modify the percentage Put Right of Holders of the Notes upon a Failed Remarketing in principal amount of Notes whose a manner materially adverse to the Holders must consent to an amendment; or (ii) reduce modify the rate Remarketing provisions of or extend the time for payment Notes in a manner materially adverse to the Holders, it being understood that any modification of interest on any Note; (iii) reduce the principal terms of or extend the Stated Maturity of any Note; (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may or shall be redeemed Notes permitted pursuant to Section 9.4 in connection with a Remarketing that is made in accordance with Article III; (v) make the terms of the Indenture may be made without the consent of any Note payable in currency other than that stated in the Note; (vi) release any security that may have been granted in respect Holders of the Notes; or . The first sentence of Section 902 of the Base Indenture shall not apply with respect to the Notes (vii) make other than the proviso therein, which shall apply as set forth in the immediately preceding sentence), and any change reference in Section 7.4 or the Base Indenture to the provisions therein shall, for purposes of the Notes, be deemed to refer instead to the applicable provision in this Section 10.2. Upon the request of the Issuers, accompanied by a copy of a resolution of the Board of Directors authorizing the execution of any such supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Issuers 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 under this Section 10.2 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. After an amendment under this Section 10.2 becomes effective, the Issuers shall mail to Holders of Notes a notice briefly describing such amendment. The failure to give such notice to all such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.28.2.