Common use of Modification with Consent of Noteholders Clause in Contracts

Modification with Consent of Noteholders. Subject to Section 3.6(b), with the consent of Noteholders holding a majority of the Outstanding Principal Balance of the Notes (voting or acting as a single class or series), the Trustee may agree to amend, modify or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, however, that if there shall be Notes of more than one class or series Outstanding and if a proposed amendment, modification, consent or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or series, then the consent only of the Noteholders holding a majority of the Outstanding Principal Balance of each affected class or series of Notes, each voting or acting as a single class or series, as the case may be, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of payment of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any adverse respect the provisions of this Indenture with respect to the Collateral for the Notes, the provisions of the Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority in which payments or distributions hereunder will be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.6); (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or (e) alter the provisions relating to the Interest Reserve Account in a manner adverse to any Noteholder; provided, that the Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, by written notice to the Trustee, may waive any Default or Event of Default to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b), with the consent of Noteholders holding a majority of the Outstanding Principal Balance of the Notes (together with any other class of Notes voting or acting as a single class or seriesclass), the Trustee may agree to amend, modify or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, Indenture or the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, however, that if there shall be Notes of more than one class or series Outstanding and if a proposed amendment, modification, consent or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or seriesclasses, then the consent only of the Noteholders holding a majority of the Outstanding Principal Balance of each affected class or series of Notes, each voting or acting as a single class or series, as the case may beclass, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of payment of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any adverse respect the provisions of this Indenture with respect to the Collateral for the NotesCollateral, the provisions of the Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority in which payments or distributions hereunder will shall be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.6) (except, with respect to Subordinated Notes or as among classes of Subordinated Notes, alterations or modifications to Section 3.6(a)(vii) or Section 3.6(a)(viii), at the time such Subordinated Notes are established, provided such alterations or modifications do not change the order of priority as between the Original Notes (or any Refinancing Notes in respect of the Original Notes) and the Subordinated Notes); (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or (e) alter the provisions relating to the Interest Reserve Collection Account in a manner adverse to any Noteholder; provided, that the Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of NotesControlling Party, by written notice to the Trustee, may waive any Default or Event of Default to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will shall be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b3.6(c), with the consent of Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes (voting or acting as a single class or seriesclass), the Trustee may agree to amend, modify or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, the Notes, the Pledge and any Local Law Security Agreement or the Servicing Agreement, provided that no such amendment, waiver or modification may prevent the Issuer or the Servicer on its behalf from performing or complying with any statutory or regulatory duties that cannot be waived; provided, however, that if there shall be Notes of more than one class or series Outstanding and if a proposed amendment, modification, consent or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or seriesclasses, then the consent only of the Noteholders holding a majority of the Outstanding Principal Balance of each affected class or series of Notes, each voting or acting as a single class or series, as the case may beclass, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of payment of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any adverse respect the provisions of this Indenture with respect to the Collateral for the Notes, the provisions of the Pledge and or any Local Law Security Agreement with respect to the related Collateral, the Issuer Pledged Collateral for Equity or the Notes Issuer Pledged Collateral, or the manner of payment or the order of priority in which payments or distributions hereunder will be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.6) (except, with respect to Subordinated Notes or as among classes of Subordinated Notes, alterations or modifications to Section 3.6(a)(v);, at the time such Subordinated Notes are established, provided such alterations or modifications do not change the order of priority as between the Class A Notes and the Subordinated Notes); or (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or (e) alter the provisions relating to the Interest Reserve Account in a manner adverse to any Noteholder; provided, that the Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, by written notice to the Trustee, may waive any Default or Event of Default to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b3.7(b), with the consent of Noteholders holding of a majority of the Outstanding Principal Balance of the Notes (voting or acting as a single class or seriesclass), the Trustee may agree to amend, modify or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, however, that if there shall be Notes of more than one class or series Outstanding and if a proposed amendment, modification, consent or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or seriesclasses, then the consent only of the Noteholders holding of a majority of the Outstanding Principal Balance of each affected class or series of Notes, each voting or acting as a single class or series, as the case may beclass, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding of 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of Noteholders of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of payment of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any material adverse respect the provisions of this Indenture with respect to the Collateral for the Notes, the provisions of the Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority in which payments or distributions hereunder will be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.63.7) (except, with respect to Subordinated Notes or as among classes of Subordinated Notes, alterations or modifications to Section 3.7(a)(vi);, at the time such Subordinated Notes are established, provided such alterations or modifications do not change the order of priority as between the Class A Notes and the Subordinated Notes); or (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or (e) alter the provisions relating to the Interest Reserve Account in a manner adverse to any Noteholder; provided, that the Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, by written notice to the Trustee, may waive any Default or Event of Default to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b), with the consent of Noteholders holding a majority of the Outstanding Principal Balance of the Notes (together with any other class of Notes voting or acting as a single class or seriesclass), the Trustee may agree to amend, modify or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, the Notes, Notes or the Pledge and Security Agreement or the Servicing Agreement; provided, however, that if there shall be Notes of more than one class or series Outstanding and if a proposed amendment, modification, consent or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or seriesclasses, then the consent only of the Noteholders holding a majority of the Outstanding Principal Balance of each affected class or series of Notes, each voting or acting as a single class or series, as the case may beclass, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of payment of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption or any Mandatory Tax Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any adverse respect the provisions of this Indenture with respect to the Collateral for the NotesCollateral, the provisions of the Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority in which payments or distributions hereunder will shall be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.6) (except, with respect to Subordinated Notes or as among classes of Subordinated Notes, alterations or modifications to Section 3.6(a)(vii), at the time such Subordinated Notes are established, provided such alterations or modifications do not change the order of priority as between the Original Notes (or any Refinancing Notes in respect of the Original Notes) and the Subordinated Notes); (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or (e) alter the provisions relating to the Interest Reserve Collection Account in a manner adverse to any Noteholder; provided, that the Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of NotesControlling Party, by written notice to the Trustee, may waive any Default or Event of Default to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will shall be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b), with the consent of Noteholders holding a majority of the Outstanding Principal Balance of the Notes (together with any other class of Notes voting or acting as a single class or seriesclass), the Trustee may agree to amend, modify or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, the Notes, Notes or the Pledge and Security Agreement or the Servicing Agreement; provided, however, that if there shall be Notes of more than one class or series Outstanding and if a proposed amendment, modification, consent or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or seriesclasses, then the consent only of the Noteholders holding a majority of the Outstanding Principal Balance of each affected class or series of Notes, each voting or acting as a single class or series, as the case may beclass, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of payment of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption or any Mandatory Tax Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any adverse respect the provisions of this Indenture with respect to the Collateral for the NotesCollateral, the provisions of the Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority in which payments or distributions hereunder will shall be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.6) (except, with respect to Subordinated Notes or as among classes of Subordinated Notes, alterations or modifications to Section 3.6(a)(vii), at the time such Subordinated Notes are established, provided such alterations or modifications do not change the order of priority as between the Original Notes (or any Refinancing Notes in respect of the Original Notes) and the Subordinated Notes); (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or; (e) alter the provisions relating to the Interest Reserve Collection Account in a manner adverse to any Noteholder; or (f) alter Section 12.21; provided, that the Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of NotesControlling Party, by written notice to the Trustee, may waive any Default or Event of Default to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will shall be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b), with With the consent of Noteholders holding a majority of the Outstanding Principal Balance of the Notes (voting or acting as a single class or seriesclass), the Trustee may agree to amend, modify or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, Indenture or the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, however, that if there shall be Notes of more than one class or series Outstanding and if a proposed amendment, modification, consent or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or series, then the consent only of the Noteholders holding a majority of the Outstanding Principal Balance of each affected class or series of Notes, each voting or acting as a single class or series, as the case may be, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of scheduled payment date of any amount owing or payable with respect to any such class or series of the Notes (including pursuant to any Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of the Notes; (c) except as provided in Section 9.2(a), alter or modify in any materially adverse respect the provisions of this Indenture with respect to the Collateral for the Notes, the provisions of the Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority in which payments or distributions hereunder will be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.63.5);; or (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or (e) alter the provisions relating to the Interest Reserve Account in a manner adverse to any Noteholder; provided, that the Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, by written notice to the Trustee, may waive any Default or Event of Default to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b)the provisions of the Intercreditor Agreement, with the consent of Noteholders holding of a majority of the Outstanding Principal Balance of the Notes on the date of any vote or act of such Noteholders (voting or acting as a single class or seriesclass), the Trustee Royalty Sub may agree to amend, amend or modify this Indenture or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, the Notes. However, the Pledge and Security Agreement no amendment or modification of this Indenture or the Servicing Agreement; provided, however, that if there shall be Notes of more than one class or series Outstanding and if a proposed amendment, modification, consent or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or series, then the consent only of the Noteholders holding a majority of the Outstanding Principal Balance of each affected class or series of Notes, each voting or acting as a single class or series, as the case may be, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding of 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby, and subject to the provisions of the Intercreditor Agreement: (a) reduce the percentage of Noteholders of any such series or class of Notes required to take or approve any action hereunder or thereunderhereunder; (b) reduce the amount or change the time of payment of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any adverse respect the provisions of this Indenture with respect to the Collateral for the Notes, Notes or the provisions of the Second Lien Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority priorities in which payments or distributions hereunder will be made as between the Noteholders of such Notes and the Issuer Royalty Sub or as among the Noteholders (including pursuant to Section 3.6);Noteholders; or (d) consent to any assignment of the Issuer’s Royalty Sub's rights to a party other than the Trustee for the benefit of the Noteholders; or (e) alter the provisions relating to the Interest Reserve Account in a manner adverse to any Noteholder; provided, that the Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, by written notice to the Trustee, may waive (i) any Default or Event of Default pursuant to Section 4.4 and (ii) the extent provided in Section 4.5effect and consequences under this Indenture of the Patent Extension Event not occurring by June 15, 2008. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer Royalty Sub or, at the direction of the IssuerRoyalty Sub, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer Royalty Sub or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b), with With the consent of Noteholders holding of a majority of the Outstanding Principal Balance of the Notes (voting or acting as a single class or seriesclass), the Trustee may agree to amend, amend or modify or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, the Notes, the Pledge and Security Agreement, the Purchase and Sale Agreement, the Bxxx of Sale, the Residual License Agreement or the Servicing Agreement; provided, however, that if there shall be Notes of more than one class Agreement to the extent the Trustee is a party or series Outstanding and if a proposed amendment, modification, to consent to the amendment or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or series, then the consent only modification of the Noteholders holding a majority Pledge and Security Agreement, the Purchase and Sale Agreement, the Bxxx of Sale, the Outstanding Principal Balance Residual License Agreement or the Servicing Agreement (or the waiver of each affected class or series of Notesany provision thereof). However, each voting or acting as a single class or series, as the case may be, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding of 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of Noteholders of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of payment of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any adverse respect the provisions of this Indenture with respect to the Collateral or the Issuer Pledged Collateral for the Notes, the provisions of the Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority priorities in which payments or distributions hereunder will be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.6);Noteholders; or (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or (e) alter the provisions relating to the Interest Reserve Account in a manner adverse to any Noteholder; provided, that the Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, by written notice to the Trustee, may waive any Default or Event of Default pursuant to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b), with With the consent of Noteholders holding of a majority of the Outstanding Principal Balance of the Notes on the date of any vote or act of such Noteholders (voting or acting as a single class or seriesclass), the Trustee may agree to amend, amend or modify or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, the Notes, the Pledge and Security Agreement Agreement, the Purchase and Sale Agreement, the Bxxx of Sale or the Servicing Agreement; provided, however, that if there shall be Notes of more than one class Agreement to the extent the Trustee is a party or series Outstanding and if a proposed amendment, modification, to consent to the amendment or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or series, then the consent only modification of the Noteholders holding a majority Pledge and Security Agreement, the Purchase and Sale Agreement, the Bxxx of Sale or the Outstanding Principal Balance Servicing Agreement (or the waiver of each affected class or series of Notesany provision thereof). However, each voting or acting as a single class or series, as the case may be, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding of 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of Noteholders of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of payment of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any adverse respect the provisions of this Indenture with respect to the Collateral or the Issuer Pledged Collateral for the Notes, the provisions of the Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority priorities in which payments or distributions hereunder will be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.6);Noteholders; or (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or (e) alter the provisions relating to the Interest Reserve Account in a manner adverse to any Noteholder; provided, that the Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, by written notice to the Trustee, may waive any Default or Event of Default pursuant to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b), with With the consent of Noteholders holding a majority of the Outstanding Principal Balance of the Notes (voting or acting as a single class or seriesclass), the Trustee may agree to amend, modify or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, Indenture or the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, however, that if there shall be Notes of more than one class or series Outstanding and if a proposed amendment, modification, consent or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or seriesclasses, then the consent only of the Noteholders holding a majority of the Outstanding Principal Balance of each affected class or series of Notes, each voting or acting as a single class or series, as the case may beclass, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of scheduled payment date of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any materially adverse respect the provisions of this Indenture with respect to the Collateral for the Notes, the provisions of the Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority in which payments or distributions hereunder will be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.63.5) (except, with respect to Subordinated Notes or as among classes of Subordinated Notes, alterations or modifications to Section 3.5(a)(iii);, at the time such Subordinated Notes are established, provided such alterations or modifications do not change the order of priority as between the Class A Notes and the Subordinated Notes); or (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or (e) alter the provisions relating to the Interest Reserve Account in a manner adverse to any Noteholder; provided, that the Noteholders holding a majority of the Outstanding Principal Balance of the Senior Class of Notes, by written notice to the Trustee, may waive any Default or Event of Default to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b3.7(b), with the consent of Noteholders holding of a majority of the Outstanding Principal Balance of the Notes (voting or acting as a single class or seriesclass), the Trustee may agree to amend, modify or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, however, that if there shall be Notes of more than one class or series Outstanding and if a proposed amendment, modification, consent or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or seriesclasses, then the consent only of the Noteholders holding of a majority of the Outstanding Principal Balance of each affected class or series of Notes, each voting or acting as a single class or series, as the case may beclass, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding of 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of Noteholders of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of payment of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any adverse respect the provisions of this Indenture with respect to the Collateral for the Notes, the provisions of the Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority in which payments or distributions hereunder will be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.63.7) (except, with respect to Subordinated Notes or as among classes of Subordinated Notes, alterations or modifications to Section 3.7(a)(vi), at the time such Subordinated Notes are established, provided such alterations or modifications do not change the order of priority as between the Class A Notes and the Subordinated Notes); (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or; (e) alter the provisions relating to the Interest Reserve Account in a manner adverse to any Noteholder; or (f) increase the amount of Seller Payments as a percentage of Royalties under Section 3.4; provided, that the Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, by written notice to the Trustee, may waive any Default or Event of Default to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b), with With the consent of Noteholders holding of a majority of the Outstanding Principal Balance of the Notes (voting or acting as a single class or seriesclass), the Trustee may agree to amend, amend or modify or waive any provision of (or consent to the amendment, modification or waiver of) this Indenture, the Notes, the Pledge and Security Agreement Agreement, the Purchase and Sale Agreement, the Xxxx of Sale, the Residual License Agreements or the Servicing Agreement; provided, however, that if there shall be Notes of more than one class Agreement to the extent the Trustee is a party or series Outstanding and if a proposed amendment, modification, to consent to the amendment or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or series, then the consent only modification of the Noteholders holding a majority Pledge and Security Agreement, the Purchase and Sale Agreement, the Xxxx of Sale, the Outstanding Principal Balance Residual License Agreements or the Servicing Agreement (or the waiver of each affected class or series of Notesany provision thereof). However, each voting or acting as a single class or series, as the case may be, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding of 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of Noteholders of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of payment of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any adverse respect the provisions of this Indenture with respect to the Collateral or the Issuer Pledged Collateral for the Notes, the provisions of the Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority priorities in which payments or distributions hereunder will be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.6);Noteholders; or (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or (e) alter the provisions relating to the Interest Reserve Account in a manner adverse to any Noteholder; provided, that the Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, by written notice to the Trustee, may waive any Default or Event of Default pursuant to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification with Consent of Noteholders. Subject to Section 3.6(b3.7(d), with the consent of Noteholders holding of a majority of the Outstanding Principal Balance of the Notes (voting or acting as a single class or seriesclass), the Trustee may agree to amend, modify or waive any provision of (or consent to the amendment, modification or waiver wavier of) this Indenture, the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided. However, however, that if there shall be Notes of more than one class or series Outstanding and if a proposed amendment, modification, consent or waiver shall directly affect the rights of Noteholders of one or more, but less than all, of such classes or series, then the consent only of the Noteholders holding a majority of the Outstanding Principal Balance of each affected class or series of Notes, each voting or acting as a single class or series, as the case may be, shall be required; provided, further, however, that no such amendment, modification, consent or waiver may, without the consent of Noteholders holding of 100% of the Outstanding Principal Balance of the class or series of Notes affected thereby: (a) reduce the percentage of Noteholders of any such series or class of Notes required to take or approve any action hereunder or thereunder; (b) reduce the amount or change the time of payment of any amount owing or payable with respect to any such class or series of Notes (including pursuant to any Redemption) or change the rate of interest or change the manner of calculation of interest payable with respect to any such class or series of Notes; (c) except as provided in Section 9.2(a), alter or modify in any adverse respect the provisions of this Indenture with respect to the Collateral or any Issuer Pledged Collateral for the Notes, the provisions of the Pledge and Security Agreement with respect to the related Issuer Pledged Collateral for the Notes or the manner of payment or the order of priority priorities in which payments or distributions hereunder will be made as between the Noteholders of such Notes and the Issuer or as among the Noteholders (including pursuant to Section 3.63.7); (d) consent to any assignment of the Issuer’s rights to a party other than the Trustee for the benefit of the Noteholders; or (e) alter the provisions relating to the Interest Reserve Account in a manner adverse to any Noteholder; provided, that the Noteholders holding of a majority of the Outstanding Principal Balance of the Senior Class of Notes, by written notice to the Trustee, may waive any Default or Event of Default to the extent provided in Section 4.5. It shall not be necessary for the consent of the Noteholders under this Section 9.1 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such modification approved by the required Noteholders of any class of Notes will be binding on the Noteholders of the relevant class of Notes and each party to this Indenture. After an amendment under this Section 9.1 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of the Issuer or the Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment under this Section 9.1 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.