Common use of With Consent of Noteholders Clause in Contracts

With Consent of Noteholders. The Issuer and the Agents may amend, supplement or modify this Agreement or the Conditions and past defaults under this Agreement or under the notes may be waived with the written consent of the Noteholders of E-29 12 not less than sixty-six and two thirds percent (66 2/3%) in aggregate principal amount of the Notes outstanding. Any such written consent shall be arranged by the Issuer or the Noteholders, and notified to the Registrar. Without the written consent or affirmative vote of each Noteholder affected, no amendment, supplement, modification or waiver under this Section may: (a) waive a default in the payment of Accreted Principal Amount of or the interest on any Note, or change the stated maturity date of the principal of, or the dates for payment of interest on, any Note; or (b) reduce the principal amount of, or interest rate on, any Note (other than in accordance with this Agreement and the Conditions) or (c) change of the place or currency of payment of Accreted Principal Amount of, or interest on, any Note; or (d) impair any right to institute suit for the enforcement of any payment on or with respect to any Note; or (f) reduce the percentage in principal amounts of Notes, the consent of whose holders is required to amend, supplement or modify this Agreement or the Notes or to make, take or give any request, demand, authorization, direction, notice, consent, waiver (including waiver of future compliance or past failure to perform) or other action provided thereby to be made, taken or given. Prior to executing any amendment the Agent shall be entitled to receive an opinion of counsel stating that such amendment is permitted by this Agreement.