Common use of Modification Without Consent of Noteholders Clause in Contracts

Modification Without Consent of Noteholders. Subject to Section 3.6(b), the Trustee may, without the consent of any Noteholder, 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 to: (a) establish the terms of any Refinancing Notes or Subordinated Notes pursuant to Section 2.15 and Section 2.16, respectively (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v)); (b) evidence the succession of a successor to the Trustee or any Authorized Agent, the removal of the Trustee or any Authorized Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agent; (c) correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture or to assign, transfer, convey, mortgage or pledge any property to or with the Trustee; (d) cure any ambiguity or correct or supplement any defective or inconsistent provision of this Indenture, the Notes, the Pledge and Security Agreement or the Servicing Agreement; (e) grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that may be lawfully granted or conferred and that are not contrary to this Indenture; (f) add to the covenants or agreements to be observed by the Issuer for the benefit of the Noteholders, to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this Indenture; (g) comply with the requirements of the SEC or any other regulatory body or any Applicable Law; (h) conform the text of this Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement to any provision described under the portions of the Memorandum captioned “Description of the Notes” or “The Servicing Agreement” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement (as confirmed by an Officer’s Certificate); (i) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to this Indenture, the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; or

Modification Without Consent of Noteholders. Subject to Section 3.6(b3.6(c), the Trustee may, without the consent of any NoteholderNoteholder (but subject to prior notification to the Controlling Noteholder with a description in reasonable detail of such amendment, modification or waiver), 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 Local Law Security Agreement Agreements or the Servicing Agreement to: (a) provide for the issuance of any PIK Notes in accordance with Section 3.6(b); (b) establish the terms of any Refinancing Notes or Subordinated Notes pursuant to Section 2.15 and Section 2.16, respectively 2.16 (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v)); (bc) evidence the succession of a successor to the Trustee Trustee, Registrar, Paying Agent or any Authorized Calculation Agent, the removal of the Trustee Trustee, Registrar, Paying Agent or any Authorized Calculation Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agenttrustees; (cd) correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture or any Local Law Security Agreement or to assign, transfer, convey, mortgage or pledge any property to or with the Trustee; (de) cure any ambiguity or correct or supplement any defective or inconsistent provision of this Indenture, the Notes, the Pledge and Local Law Security Agreement Agreements or the Servicing Agreement; (ef) grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that may be lawfully granted or conferred and that are not contrary to this IndentureIndenture or the Local Law Security Agreements; (fg) add to the covenants or agreements to be observed by the Issuer for the benefit of the Noteholders, to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this IndentureIndenture or in any Local Law Security Agreement; (gh) comply with the requirements of the SEC or any other regulatory body or any Applicable Law; (hi) conform the text of this Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement to any provision described under the portions of the Memorandum captioned “Description of the Notes” or “The Servicing Agreement” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement (as confirmed by an Officer’s Certificate);[Reserved.] (ij) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to this Indenture, the Notes, the Pledge and Local Law Security Agreement Agreements or the Servicing Agreement; provided, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; . After an amendment under this Section 9.2 becomes effective, the Issuer or, at the direction of the Issuer, the Trustee shall mail to the Noteholders a notice briefly describing such

Modification Without Consent of Noteholders. Subject to Section 3.6(b), the Trustee may, without the consent of any Noteholder, 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 to: (a) establish the terms of any Refinancing Notes or Subordinated Notes pursuant to Section 2.15 and Section 2.16, respectively (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v3.6(a)(vii)); (b) evidence the succession of a successor to the Trustee Trustee, Registrar, Paying Agent, Transfer Agent or any Authorized Calculation Agent, the removal of the Trustee Trustee, Registrar, Paying Agent, Transfer Agent or any Authorized Calculation Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agenttrustees; (c) correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture or to assign, transfer, convey, mortgage or pledge any property to or with the Trustee; (d) cure any ambiguity or correct or supplement any defective or inconsistent provision of this Indenture, Indenture or the Notes, the Pledge and Security Agreement or the Servicing Agreement; (e) grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that may be lawfully granted or conferred and that are not contrary to this Indenture; (f) add to the covenants or agreements to be observed by the Issuer for the benefit of the Noteholders, to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this Indenture; (g) comply with the requirements of the SEC or any other regulatory body or any Applicable Law;; or (h) conform the text of this Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement to any provision described under the portions of the Memorandum captioned “Description of the Notes” or “The Servicing Agreement” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement (as confirmed by an Officer’s Certificate); (i) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to this Indenture, the Notes, Notes or the Pledge and Security Agreement or the Servicing Agreement; provided, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will shall not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; . After an amendment under this Section 9.2 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 9.2 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification Without Consent of Noteholders. Subject to Section 3.6(b), the Trustee may, without the consent of any Noteholder, 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 Indenture or the Servicing Agreement Notes to: (a) establish the terms of any Refinancing Notes or Subordinated Notes pursuant to Section 2.15 and Section 2.16, respectively (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v3.6(a)(vii) and Section 3.6(a)(viii)); (b) evidence the succession of a successor to the Trustee Trustee, Registrar, Paying Agent, Transfer Agent or any Authorized Calculation Agent, the removal of the Trustee Trustee, Registrar, Paying Agent, Transfer Agent or any Authorized Calculation Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agenttrustees; (c) correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture or to assign, transfer, convey, mortgage or pledge any property to or with the Trustee; (d) cure any ambiguity or correct or supplement any defective or inconsistent provision of this Indenture, Indenture or the Notes, the Pledge and Security Agreement or the Servicing Agreement; (e) grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that may be lawfully granted or conferred and that are not contrary to this Indenture; (f) add to the covenants or agreements to be observed by the Issuer for the benefit of the Noteholders, to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this Indenture; (g) comply with the requirements of the SEC or any other regulatory body or any Applicable Law; (h) conform the text of this Indenture, Indenture or the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement hereunder to any provision described under the portions section of the Memorandum captioned “Description of the Offered Notes” or “The Servicing Agreement” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, this Indenture or the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement (as confirmed by an Officer’s Certificate);; or (i) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to this Indenture, Indenture or the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will shall not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; . After an amendment under this Section 9.2 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 9.2 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification Without Consent of Noteholders. Subject to Section 3.6(b3.7(b), the Trustee may, without the consent of any Noteholder, 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 to: (a) establish the terms of any Refinancing Notes or Subordinated Notes pursuant to Section 2.15 and Section 2.16, respectively (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v3.7(a)(vi)); (b) evidence the succession of a successor to the Trustee Trustee, Registrar or any Authorized Calculation Agent, the removal of the Trustee Trustee, Registrar or any Authorized Calculation Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agenttrustees; (c) correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture or to assignconvey, transfer, conveyassign, mortgage or pledge any property to or with the Trustee; (d) cure any ambiguity in or correct or supplement any defective or inconsistent provision of this Indenture, the Notes, the Pledge and Security Agreement or the Servicing AgreementAgreement in any manner that will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; (e) grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that may be lawfully granted or conferred and that are not contrary to this Indenture; (f) add to the covenants or agreements to be observed by the Issuer for the benefit of the NoteholdersIssuer, which are not contrary to this Indenture, or to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this IndentureNoteholders; (g) comply with the requirements of the SEC or any other regulatory body or any Applicable Law;; or (h) conform the text of this Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement to any provision described under the portions of the Memorandum captioned “Description of the Notes” or “The Servicing Agreement” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement (as confirmed by an Officer’s Certificate); (i) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to this Indenture, the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; . After an amendment under this Section 9.2 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 9.2 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification Without Consent of Noteholders. Subject to Section 3.6(b), the The Trustee maymay agree, without the consent of any Noteholder, 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 to the extent the Trustee is a party or to consent to the amendment or modification of the Pledge and Security Agreement, the Purchase and Sale Agreement, the Xxxx of Sale, the Residual License Agreements or the Servicing Agreement (or the waiver of any provision thereof) to: (a) establish the terms of any Refinancing Notes or Subordinated Class B Notes pursuant to Section 2.15 and Section 2.16, respectively (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v))respectively; (b) evidence the succession of a successor to the Trustee or any Authorized AgentTrustee, the removal of the Trustee or any Authorized Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agenttrustees; (c) correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture or to assignconvey, transfer, conveyassign, mortgage or pledge any property to or with the Trustee; (d) cure any ambiguity in or correct or supplement any defective or inconsistent provision 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, in any manner that will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; (e) grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that may be lawfully granted or conferred and that are not contrary to or inconsistent with this Indenture; (f) add to the covenants or agreements to be observed by the Issuer for the benefit of the NoteholdersIssuer, which are not contrary to this Indenture, or to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this IndentureNoteholders; (g) comply with the requirements of the SEC or any other regulatory body or any Applicable Law;; or (h) conform the text of this Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement to any provision described under the portions of the Memorandum captioned “Description of the Notes” or “The Servicing Agreement” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement (as confirmed by an Officer’s Certificate); (i) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to 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, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; . After an amendment under this Section 9.2 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 9.2 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification Without Consent of Noteholders. Subject to Section 3.6(b)the provisions of the Intercreditor Agreement, the Trustee maymay agree, without the consent of any Noteholder, 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 to: (a) establish the terms of any Refinancing Notes or Subordinated Notes pursuant to Section 2.15 and Section 2.16, respectively (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v)); (b) evidence the succession of a successor to the Trustee or any Authorized AgentTrustee, the removal of the Trustee or any Authorized Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agenttrustees; (cb) to correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture or to assignconvey, transfer, conveyassign, mortgage or pledge any property to or with the Trustee; (dc) to cure any ambiguity or in, correct or supplement any defective or inconsistent provision of of, or add to or modify any other provisions and agreements in, this Indenture, the Notes, the Purchase and Sale Agreement, the Bill of Sale, the Servicing Agreement, xxe Second Lien Pledge and Security Agreement or the Servicing Intercreditor Agreement, in any manner that will not, in the judgment of the Trustee, adversely affect the interests of the Noteholders in any material respect; (ed) to grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that which may be lawfully granted or conferred and that which are not contrary to or inconsistent with this IndentureIndenture or the Intercreditor Agreement; (fe) to add to or modify the covenants or agreements to be observed by Royalty Sub, which are not contrary to this Indenture or the Issuer for the benefit of the NoteholdersIntercreditor Agreement, or to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this IndentureNoteholders; (gf) to comply with the requirements of the SEC or any other regulatory body or any Applicable Law;; or (hg) conform the text of this Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement to any provision described under the portions of the Memorandum captioned “Description of the Notes” or “The Servicing Agreement” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement (as confirmed by an Officer’s Certificate); (i) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to this Indenture, the Notes, the Purchase and Sale Agreement, the Bill of Sale, the Servicing Agreement, xxe Second Lien Pledge and Security Agreement or the Servicing Intercreditor Agreement; provided, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s 's Certificate of Royalty Sub. After an amendment under this Section 9.2 becomes effective, Royalty Sub or, at the Issuer; ordirection of Royalty Sub, the Trustee shall mail to the Noteholders a notice briefly describing such amendment. Any failure of 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 9.2 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification Without Consent of Noteholders. Subject to Section 3.6(b3.7(d), the Trustee may, without the consent of any Noteholder, (i) 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 to: (a) establish the terms of any Refinancing Notes or Subordinated Class B Notes pursuant to Section 2.15 and Section 2.16, respectively (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v))respectively; (b) evidence the succession of a successor to the Trustee Trustee, Registrar or any Authorized Calculation Agent, the removal of the Trustee Trustee, Registrar or any Authorized Calculation Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agenttrustees; (c) correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture or to assignconvey, transfer, conveyassign, mortgage or pledge any property to or with the Trustee; (d) cure any ambiguity in or correct or supplement any defective or inconsistent provision of this Indenture, the Notes, the Pledge and Security Agreement or the Servicing AgreementAgreement in any manner that will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; (e) grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that may be lawfully granted or conferred and that are not contrary to this Indenture; (f) add to the covenants or agreements to be observed by the Issuer for the benefit of the NoteholdersIssuer, which are not contrary to this Indenture, or to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this IndentureNoteholders; (g) comply with the requirements of the SEC or any other regulatory body or any Applicable Law;; or (h) conform the text of this Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement to any provision described under the portions of the Memorandum captioned “Description of the Notes” or “The Servicing Agreement” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement (as confirmed by an Officer’s Certificate); (i) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to this Indenture, the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; . After an amendment under this Section 9.2 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 9.2 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification Without Consent of Noteholders. Subject to Section 3.6(b), the The Trustee may, without the consent of any Noteholder, 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 Indenture or the Servicing Agreement Notes to: (a) establish the terms of any Refinancing Notes or Subordinated Notes pursuant to Section 2.15 and Section 2.16, respectively (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v)); (b) evidence the succession of a successor to the Trustee Trustee, Registrar, Paying Agent or any Authorized Calculation Agent, the removal of the Trustee Trustee, Registrar, Paying Agent or any Authorized Calculation Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agenttrustees; (cb) correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture in a manner not materially adverse to the Noteholders or to assign, transfer, convey, mortgage or pledge any property to or with the Trustee; (c) provide for the assumption by a successor entity of the obligations of the Issuer under this Indenture and the Notes; (d) cure any ambiguity or correct or supplement any defective or inconsistent provision of this Indenture, Indenture or the Notes, the Pledge and Security Agreement or the Servicing Agreement; (e) grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that may be lawfully granted or conferred and that are not contrary to this Indenture; (f) add to the covenants or agreements to be observed by the Issuer for the benefit of the Noteholders, to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this Indenture; (g) comply with the requirements of the SEC or any other regulatory body or any Applicable Law; (h) conform the text of this Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement to any provision described under the portions of the Memorandum captioned “Description of the Notes” or “The Servicing Agreement” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement (as confirmed by an Officer’s Certificate); (i) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to this Indenture, Indenture or the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; or (i) effectuate any guaranty of the Notes or the addition of a co-obligor with respect to the Notes, each as described in Section 5.2(bb). After an amendment under this Section 9.2 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 9.2 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification Without Consent of Noteholders. Subject to Section 3.6(b3.7(b), the Trustee may, without the consent of any Noteholder, 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 to: (a) establish the terms of any Refinancing Notes or Subordinated Notes pursuant to Section 2.15 and Section 2.16, respectively (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v3.7(a)(vi)); (b) evidence the succession of a successor to the Trustee Trustee, Registrar or any Authorized Calculation Agent, the removal of the Trustee Trustee, Registrar or any Authorized Calculation Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agenttrustees; (c) correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture or to assignconvey, transfer, conveyassign, mortgage or pledge any property to or with the Trustee; (d) cure any ambiguity in or correct or supplement any defective or inconsistent provision of this Indenture, the Notes, the Pledge and Security Agreement or the Servicing AgreementAgreement in any manner that will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; (e) grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that may be lawfully granted or conferred and that are not contrary to this Indenture; (f) add to the covenants or agreements to be observed by the Issuer for the benefit of the NoteholdersIssuer, which are not contrary to this Indenture, or to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this IndentureNoteholders; (g) comply with the requirements of the SEC or any other regulatory body or any Applicable Law; (h) conform the text of this Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement to any provision described under the portions of the Memorandum captioned “Description of the Notes” or “The Servicing Agreement” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement (as confirmed by an Officer’s Certificate); (i) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to this Indenture, the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; or (i) reduce, waive or eliminate the amount of Seller Payments as a percentage of Royalties under Section 3.4. After an amendment under this Section 9.2 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 9.2 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification Without Consent of Noteholders. Subject to Section 3.6(b), the The Trustee maymay agree, without the consent of any Noteholder, 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 to the extent the Trustee is a party or to consent to the amendment or modification of the Pledge and Security Agreement, the Purchase and Sale Agreement, the Bxxx of Sale, the Residual License Agreement or the Servicing Agreement (or the waiver of any provision thereof) to: (a) establish the terms of any Refinancing Notes or Subordinated Class B Notes pursuant to Section 2.15 and Section 2.16, respectively (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v))respectively; (b) evidence the succession of a successor to the Trustee or any Authorized AgentTrustee, the removal of the Trustee or any Authorized Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agenttrustees; (c) correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture or to assignconvey, transfer, conveyassign, mortgage or pledge any property to or with the Trustee; (d) cure any ambiguity in or correct or supplement any defective or inconsistent provision 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, in any manner that will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; (e) grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that may be lawfully granted or conferred and that are not contrary to or inconsistent with this Indenture; (f) add to the covenants or agreements to be observed by the Issuer for the benefit of the NoteholdersIssuer, which are not contrary to this Indenture, or to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this IndentureNoteholders; (g) comply with the requirements of the SEC or any other regulatory body or any Applicable Law;; or (h) conform the text of this Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement to any provision described under the portions of the Memorandum captioned “Description of the Notes” or “The Servicing Agreement” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement (as confirmed by an Officer’s Certificate); (i) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to 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, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; . After an amendment under this Section 9.2 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 9.2 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification Without Consent of Noteholders. Subject to Section 3.6(b), the The Trustee may, without the consent of any Noteholder, 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 Indenture or the Servicing Agreement Notes to: (a) establish the terms of any Refinancing Notes or Subordinated Notes pursuant to Section 2.15 and Section 2.16, respectively (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v3.5(a)(iii)); (b) evidence the succession of a successor to the Trustee Trustee, Registrar, Paying Agent or any Authorized Calculation Agent, the removal of the Trustee Trustee, Registrar, Paying Agent or any Authorized Calculation Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agenttrustees; (c) correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture or to assign, transfer, convey, mortgage or pledge any property to or with the Trustee; (d) cure any ambiguity or provide for the assumption by a successor entity of the obligations of the Issuer under this Indenture and the Notes; (e) correct or supplement any defective or inconsistent provision of this Indenture, Indenture or the Notes, the Pledge and Security Agreement or the Servicing Agreement; (ef) grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that may be lawfully granted or conferred and that are not contrary to this Indenture; (fg) add to the covenants or agreements to be observed by the Issuer for the benefit of the Noteholders, to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this Indenture; (gh) comply with the requirements of the SEC or any other regulatory body or any Applicable Law; (hi) conform the text of this Indenture, Indenture or the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement to any provision described under the portions portion of the Memorandum captioned “Description of The Notes and the Notes” or “The Servicing AgreementIndenture” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Notes issued hereunder, the Pledge and Security Agreement this Indenture or the Servicing Agreement (as confirmed by an Officer’s Certificate)Notes; (ij) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to this Indenture, Indenture or the Notes, the Pledge and Security Agreement or the Servicing Agreement; provided, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; or (k) effectuate any guaranty of the Notes or the addition of a co-obligor with respect to the Notes, each as described in Section 5.2(bb). After an amendment under this Section 9.2 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 9.2 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification Without Consent of Noteholders. Subject to Section 3.6(b), the The Trustee maymay agree, without the consent of any Noteholder, 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 to the extent the Trustee is a party or to consent to the amendment or modification of the Pledge and Security Agreement, the Purchase and Sale Agreement, the Bxxx of Sale or the Servicing Agreement (or the waiver of any provision thereof) to: (a) establish the terms of any Refinancing Notes or Subordinated Notes pursuant to Section 2.15 and Section 2.16, respectively (including, with respect to Subordinated Notes or as among classes or series of Subordinated Notes, modifications to Section 3.6(a)(v)); (b) evidence the succession of a successor to the Trustee or any Authorized AgentTrustee, the removal of the Trustee or any Authorized Agent or the appointment of any separate or additional trustee or trustees or co-trustees or Authorized Agent and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustees or such Authorized Agenttrustees; (cb) correct, confirm or amplify the description of any property at any time subject to the lien of this Indenture or to assignconvey, transfer, conveyassign, mortgage or pledge any property to or with the Trustee; (dc) cure any ambiguity in or correct or supplement any defective or inconsistent provision of this Indenture, the Notes, the Pledge and Security Agreement Agreement, the Purchase and Sale Agreement, the Bxxx of Sale or the Servicing Agreement, in any manner that will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; (ed) grant or confer upon the Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security that which may be lawfully granted or conferred and that which are not contrary to or inconsistent with this Indenture; (fe) add to the covenants or agreements to be observed by the Issuer for the benefit of the NoteholdersIssuer, which are not contrary to this Indenture, or to add Events of Default for the benefit of the Noteholders or surrender any right or power conferred upon the Issuer in this IndentureNoteholders; (gf) comply with the requirements of the SEC or any other regulatory body or any Applicable Law;; or (h) conform the text of this Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement to any provision described under the portions of the Memorandum captioned “Description of the Notes” or “The Servicing Agreement” to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture, the Notes issued hereunder, the Pledge and Security Agreement or the Servicing Agreement (as confirmed by an Officer’s Certificate); (ig) effect any indenture supplemental hereto or any other amendment, modification, supplement, waiver or consent with respect to this Indenture, the Notes, the Pledge and Security Agreement Agreement, the Purchase and Sale Agreement, the Bxxx of Sale or the Servicing Agreement; provided, that such indenture supplemental hereto, amendment, modification, supplement, waiver or consent will not adversely affect the interests of the Noteholders in any material respect as confirmed in an Officer’s Certificate of the Issuer; . After an amendment under this Section 9.2 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 9.2 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.