With Consent of Noteholders. If an amendment of either this Agreement or the Series B Notes is permitted by the preceding Section , the Borrower, the Trustee and the Paying Agent may enter into such amendment, without prior notice to any Noteholders; provided, however, that if the Trustee determines in its sole discretion that such amendment materially adversely affects the Owners, then prior to entering into such an amendment, the Borrower and the Trustee shall obtain the consent of the holders of at least a majority in principal amount of the Series B Notes then Outstanding. Without the consent of all Noteholders affected, however, no amendment or supplement may (a) extend the final stated maturity of any Series B Note, (b) reduce the principal amount of, or Interest Rate on (prior to its Purchase Date), any Series B Note or change the terms of any redemption or mandatory purchase thereof, (c) effect a privilege or priority of any Series B Note or Series B Notes over any other Series B Note or Series B Notes (except as provided herein), (d) reduce the percentage of the principal amount of the Series B Notes required for consent to such amendment or (f) alter the obligation of the Bank under the Series B Letter of Credit or of the Borrower under the Series B Note Documents such that the Owners are materially adversely affected.
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Sources: Note Agreement (Hanover Direct Inc)
With Consent of Noteholders. If an amendment of either this Agreement or the Series B A Notes is permitted by the preceding Section Section, the Borrower, the Trustee and the Paying Agent may enter into such amendment, without prior notice to any Noteholders; provided, however, that if the Trustee determines in its sole discretion that such amendment materially adversely affects the Owners, then prior to entering into such an amendment, the Borrower and the Trustee shall obtain the consent of the holders of at least a majority in principal amount of the Series B A Notes then Outstanding. Without the consent of all Noteholders affected, however, no amendment or supplement may (a) extend the final stated maturity of any Series B A Note, (b) reduce the principal amount of, or Interest Rate on (prior to its Purchase Date), any Series B A Note or change the terms of any redemption or mandatory purchase thereof, (c) effect a privilege or priority of any Series B A Note or Series B A Notes over any other Series B A Note or Series B A Notes (except as provided herein), (d) reduce the percentage of the principal amount of the Series B A Notes required for consent to such amendment or (f) alter the obligation of the Bank under the Series B A Letter of Credit or of the Borrower under the Series B A Note Documents such that the Owners are materially adversely affected.
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