Common use of With Consent of Holders Clause in Contracts

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. However, without the consent of each Noteholder affected, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). However, without the consent of each Noteholder affectedaffected Noteholder, an amendment may not: (1a) reduce change the percentage in principal amount Stated Maturity of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity ofinstallment of interest on, any Note; (5b) reduce the principal amount of, or the rate of interest on, any Notes; (c) reduce any premium payable upon on the redemption or required repurchase of any Note as described above under Article 5 hereof or change the date on which any similar provisionNote may or must be redeemed, whether through an amendment repaid or required to or waiver of Article 5 hereof, a definition or otherwisebe repurchased; (6d) make change the coin or currency in which the principal of, premium, if any, or interest on any Note payable in money other than that stated in the Noteis payable; (7e) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect after the Stated Maturity of any Note; (f) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required in order to such Holder’s take certain actions; (g) reduce the requirements for quorum or voting by Holders in this Indenture or the Notes; (8) make h) modify any change of the provisions of this Indenture regarding the waiver of past defaults and the waiver of certain covenants by Holders except to the amendment provisions which require each Holder’s consent increase any percentage vote required or to provide that certain other provisions of the waiver provisionsIndenture cannot be modified or waived without the consent of the holder of each Note affected thereby; or (9i) release modify any of the Guarantor or modify the Guarantee other than in accordance with the above provisions of this IndentureSection 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, when authorized by a resolution of the Guarantor Board of Directors of the Company and with the Trustee written consent of the Requisite Noteholders, may amend this Indenture Agreement or the Notes, without notice to any other Holders. The Requisite Noteholders may waive compliance by the Company with any provision of this Agreement or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesother Holder. However, without Without the consent of each Noteholder Holder affected, an however, no amendment or waiver may not:(with respect to any Notes held by a non-consenting Holder of Notes): (1a) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment or waiver of any provision of this Indenture Agreement or the Notes; (2b) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment or change the fixed maturity of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofany Note; (3c) reduce the stated rate of or extend change the stated time for payment of interest on any Note; (4d) reduce waive a Default or Event of Default in the payment of principal of, of or extend interest on the Stated Maturity of, any NoteNotes (except a rescission of acceleration of the Notes by the Requisite Noteholders and a waiver of the payment default that resulted from such acceleration); (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6e) make the principal of or the interest on, any Note payable in money any manner other than that stated in this Agreement and the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) f) make any change in the provisions of this Agreement relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or interest on the Notes; (g) make any change to the amendment subordination provisions which require each of this Agreement that adversely affect any Holder’s consent or to the waiver provisions; or (9h) release make any change in the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indentureforegoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders under this Section 9.02 9 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 9 becomes effective, the Company shall mail to Noteholders the Holders affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an any such amendment under or waiver. In connection with any amendment to this Section 9.029, the Company may offer, but shall not be obligated to offer, to any Holder who consents to such amendment or waiver, consideration for such Holder's consent.

With Consent of Holders. The Subject to Section 6.07, the Company, the Guarantor when authorized by a Board Resolution, and the Trustee Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the then outstanding Notes, may amend or supplement this Indenture or the Notes, without notice to any other Holders. Subject to Section 6.07, the Holder or Holders of at least a majority in aggregate principal amount of the then outstanding Notes may waive compliance by the Company with any provision of this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least other Holder. No amendment, supplement or waiver, including a majority in principal amount of the Notes then outstandingwaiver pursuant to Section 6.04, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. Howevershall, without the consent of each Noteholder affected, an amendment may notHolder of each Note affected thereby: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2) reduce the percentage in principal amount rate of outstanding Notes whose Holders must consent to an amendment or extend the time for payment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofinterest on any Notes; (3) reduce the stated rate principal of or extend change or have the stated time for payment effect of interest on any Note; (4) reduce the principal of, or extend changing the Stated Maturity of, of any Note; (5) , or change the date on which any Notes may be subject to repurchase, or reduce the premium payable upon the redemption of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof 3, or any similar provision, whether through an amendment alter the provisions (including definitions) set forth in Section 4.16 in a manner adverse to or waiver of Article 5 hereof, a definition or otherwisethe Holders; (64) make any Note Notes payable in money or payable in a place other than that stated in the NoteNotes; (5) make any change in Section 6.04 or Section 6.07 or the second sentence of this Section; (6) amend, modify, change or waive any provision of this Section 9.02; (7) impair modify Articles Ten or Twelve or the right definitions used in Articles Ten or Twelve to adversely affect the Holders of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) make any change to in any Subsidiary Guarantee that would adversely affect the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this IndentureHolders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to Noteholders the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any such amendment, supplement or waiver.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this This Indenture or the Notes without notice to any Noteholder but may be amended with the written consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in principal amount of the Notes then outstanding, includingand any existing Default under, without limitationor compliance with any provision of, this Indenture may be waived (other than any continuing Default in the payment of the principal or interest on the Notes) with the consent (which may include consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes. However) of the Holders of a majority in principal amount of the Notes then outstanding; provided that: (a) no such amendment may, without the consent of the Holders of two-thirds in aggregate principal amount of Notes then outstanding, amend the obligation of the Parent or the Issuer under Section 4.20 or the related definitions that could adversely affect the rights of any Holder; and (b) without the consent of each Noteholder Holder affected, an amendment the Issuer, the Guarantors and the Trustee may not: (1) change the maturity of any Note; (2) reduce the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal of the Notes; (3) reduce any premium payable upon optional redemption of the Notes, change the date on which any Notes are subject to redemption or otherwise alter the provisions with respect to the redemption of the Notes; (4) make any Note payable in money or currency other than that stated in the Notes; (5) modify or change any provision of this Indenture or the related definitions to subordinate the Notes or any Note Guarantee to other Indebtedness in a manner that adversely affects the Holders; (6) reduce the percentage in principal amount of outstanding Notes whose Holders must necessary to consent to an amendment of or waiver to this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right rights of any Holder Holders to receive payment payments of principal of and premium, if any, and or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make release the Parent from any change to the amendment provisions which require each Holder’s consent of its obligations under its Note Guarantee or to the waiver provisionsthis Indenture, except as permitted by this Indenture; or (9) release make any change in this Section 8.02. After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Guarantor Issuer shall mail to the Holders a notice briefly describing the amendment, supplement or modify waiver. Upon the Guarantee other than written request of the Issuer, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders as aforesaid and upon receipt by the Trustee of the documents described in accordance Section 8.06, the Trustee shall join with the provisions Issuer and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may, but shall not be obligated to, enter into such supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Subject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution), the Guarantor Subsidiary Guarantors and the Trustee may May amend this Indenture or and the Notes without notice to any Noteholder but with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. HoweverNotwithstanding the provisions of this Section 9.02, without the consent of each Noteholder Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (1i) reduce change the percentage in principal amount Stated Maturity of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity ofany installment of interest on, any Note; (5ii) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof principal amount of, or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and or interest on such Holder’s Notes on on, any Note; (iii) change the place or after currency of payment of principal of, or premium. if any, or interest on, any Note; (iv) impair the due dates therefor or right to institute suit for the enforcement of any payment on or with respect after the Stated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note; (v) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to such Holder’s modify or amend the Indenture; (vi) waive a default in the payment of principal of, premium, if any, or interest on the Notes; (8) make any change to vii) reduce the amendment percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions which require each Holder’s consent of the Indenture or to the for waiver provisionsof certain defaults; or (9viii) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this IndentureGuarantors from their Note Guarantees except pursuant to Section 4.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to Noteholders the Holders affected thereby a notice briefly describing such amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to give mail such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any such supplemental indenture or waiver.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may modify or amend this Indenture or the Notes Securities without notice to any Noteholder Holder but with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes Securities then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesfor the Securities). However, without the consent of each Noteholder affectedHolder affected thereby, an a modification or amendment may not: (1a) change the Stated Maturity of the principal of, or any installment of interest (including Special Interest) on, any Security, or reduce the principal amount thereof or the rate of interest (including Special Interest, if any) thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Security or any premium or the interest (including Special Interest) thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (b) reduce the amount of, or change the coin or currency of, or impair the right to institute suit for the enforcement of, the Change of Control Purchase Price; (c) reduce the percentage in principal amount of the outstanding Notes Securities, the consent of whose Holders must is required for any such supplemental indenture, or the consent to an amendment of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or the Notescertain defaults hereunder and their consequences) provided for in this Indenture; (2d) reduce modify any of the provisions of this Section or Sections 6.04, 6.07 and 4.13, except to increase the percentage in principal amount of outstanding Notes Securities the consent of whose Holders must consent is required for such actions or to an amendment of provide that certain other provisions of this Indenture cannot be modified or waived without the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce consent of the stated rate Holder of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisionsSecurity affected thereby; or (9e) release the Guarantor or modify the Guarantee other than in accordance with any of the provisions of this IndentureIndenture relating to the subordination of the Securities in a manner adverse to any Holder. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section may not make any change that adversely affects the rights under Article Ten of any Holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or their Representative) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend or supplement this Indenture or Indenture, the Notes and the Subsidiary Guarantees issued hereunder without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. However, without the consent of each Noteholder Holder affected, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend the Stated Maturity of, of any Note; (54) reduce the premium payable upon the redemption or repurchase of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 III hereof, a definition or otherwise; (65) make any Note payable in money other than that stated in the Note; (76) impair amend the contractual right of any Holder of Notes to receive institute suit for the enforcement of any payment of principal of and principal, premium, if any, and interest on or with respect to such Holder’s Notes on or after the due dates therefor expressed or to institute suit provided for the enforcement of any payment on or with respect to in such Holder’s NotesNote; (8) 7) make any change to in the amendment or waiver provisions which require the consent of each Holder’s consent or to the waiver provisionsHolder of Notes; or (9) release the Guarantor or 8) modify the Guarantee other than Subsidiary Guarantees in accordance with any manner adverse to the provisions Holders of this Indenturethe Notes. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor Subsidiary Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes) affected by such amendment. However, without the consent of each Noteholder Holder affected, an amendment may not: (1) reduce the percentage in of principal amount of outstanding the Notes whose Holders must consent to an amendment of this Indenture amendment, modification, supplement or the Noteswaiver; (2) reduce the percentage in principal amount rate of outstanding Notes whose Holders must consent to an amendment or extend the time for payment of provisions of interest on the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofNotes; (3) reduce the stated rate principal of or extend change the stated time for payment Stated Maturity of interest on any Note; (4) reduce the principal of, Redemption Price of any Note or extend the Stated Maturity of, add redemption provisions to any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in this Indenture or the Note; (6) other than in accordance with this Indenture, eliminate any existing Subsidiary Guarantee of the Notes; (7) impair the right of any Holder to receive payment of principal of and premium, if anyreceive, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s the Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release 8) after the Guarantor time a Change of Control Offer is required to have been made, adversely affect the right of repayment or modify repurchase at the Guarantee other than in accordance with option of a Holder of the provisions of this IndentureNotes. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders all affected Holders a notice briefly describing such amendment. The failure to give such notice to all Noteholderssuch Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The Company, the Guarantor Subsidiary Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes) affected by such amendment. However, without the consent of each Noteholder Holder affected, an amendment may not: (1) reduce the percentage in of principal amount of outstanding the Notes whose Holders must consent to an amendment of this Indenture amendment, modification, supplement or the Noteswaiver; (2) reduce the percentage in principal amount rate of outstanding Notes whose Holders must consent to an amendment or extend the time for payment of provisions of interest on the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofNotes; (3) reduce the stated rate principal of or extend change the stated time for payment Stated Maturity of interest on any Note; (4) reduce the principal of, Redemption Price of any Note or extend the Stated Maturity of, add redemption provisions to any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in this Indenture or the Note; (6) other than in accordance with this Indenture, eliminate any existing Subsidiary Guarantee of the Notes; (7) impair the right of any Holder to receive payment of principal of and premium, if anyreceive, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s the Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release 8) after the Guarantor time a Change of Control Offer is required to have been made, adversely affect the right of repayment or modify repurchase at the Guarantee other than in accordance with option of a Holder of the provisions of this IndentureNotes. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders all affected Holders a notice briefly describing such amendment. The failure to give such notice to all Noteholderssuch Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The CompanyIssuers, the Guarantor Note Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. However, without the consent of each Noteholder affectedHolder of an outstanding Note affected thereby, an amendment or waiver may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend change the Stated Maturity of, of any Note; (54) reduce change the premium payable upon provisions applicable to the redemption of any Note as described above under Article 5 3 hereof or any similar provision, whether through an amendment to or waiver paragraph 5 of Article 5 hereof, a definition or otherwisesuch Note; (65) make any Note payable in money other than that stated in the Note; (76) impair the right of any Holder of the Notes to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) 7) make any change to in the amendment provisions which require each Holder’s consent or to in the waiver provisions; (8) make any change in the ranking or priority of any Note that would adversely affect the Holders; or (9) make any change in, or release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture, any Note Guarantee that would adversely affect the Holders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company Issuers shall mail to the Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding and any past Default or compliance with any provisions may also be waived with the consent of the Holders of not less than a majority of the principal amount of Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. However, without the consent of each Noteholder Holder affected, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend the Stated Maturity of, of any Note; (54) reduce the premium payable upon the redemption of any Note as described above under or change the time at which any Note must be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwiseIII; (65) make any Note payable in money other than that stated in the Note; (76) impair make any change in Article X or Article XI that adversely affects the right rights of any Holder to receive payment of principal of and premium, if any, and interest on under such Holder’s Notes on Article X or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisionsArticle XI; or (97) release make any change in Section 6.4 or Section 6.7 or the Guarantor or modify the Guarantee other than in accordance with the provisions second sentence of this IndentureSection 9.2. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.2 may not make any change that adversely affects the rights under Article X of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 9.2 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The CompanyIssuers, the Guarantor and the Trustee may amend this Indenture Indenture, the Notes or the Guarantee with respect to the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount at maturity of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). However, without the consent of each Noteholder of an outstanding Note affected, an amendment may not: (1i) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4iii) reduce the principal of, of or extend the Stated Maturity of, of any Note; (5iv) reduce the premium amount payable upon the redemption of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwiseIII; (6v) make any Note payable in money currency other than that stated in the Note; (7vi) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s 's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes; (8) vii) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; orin this second sentence of Section 9.2; (9viii) release make any change in the Guarantor ranking or modify priority of the Notes that would adversely affect the Noteholders; and (ix) make any change in the Guarantee other than in accordance with that would adversely affect the provisions of this IndentureHolders. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 9.2 becomes effective, the Company Issuers shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.029.2.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Noteholder affected, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, or extend the Stated Maturity of, any Note; (54) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (65) make any Note payable in money other than that stated in the Note; (76) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) 7) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) 8) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, outstanding Notes. However, The Holders of a majority in principal amount of the outstanding Notes may waive compliance by the Company with any provision of the Notes or of this Indenture without notice to any Holder. Without the consent of each Noteholder Holder affected, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (1a) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture amendment, supplement or the Noteswaiver; (2b) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend change the stated time for payment of interest interest, including defaulted interest, on any Note; (4c) reduce the principal of, of or extend change the Stated Maturity of, fixed maturity of any NoteNote or alter the provisions (including related definitions) with respect to redemption of Notes pursuant to Article Three hereof or with respect to repurchases required under Sections 4.11 or 4.12 hereof; (5d) reduce modify the premium payable upon ranking or priority of the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwiseNotes; (6e) make any change in Sections 6.08, 6.12 or this Section 9.02; (f) waive a continuing Default or Event of Default in the payment of the principal of or interest on any Note; or (g) make any Note payable at a place or in money other than that stated in the Note; (7) , or impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute bring suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indentureas permitted by Section 6.07. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentsupplement, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The CompanyIssuers, the Guarantor Note Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes) and any past default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. However, without the consent of each Noteholder affectedHolder of an outstanding Note affected thereby, an amendment or waiver may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend change the Stated Maturity of, of any Note; (54) reduce change the premium payable upon provisions applicable to the redemption of any Note as described above under Article 5 3 hereof or any similar provision, whether through an amendment to or waiver paragraph 5 of Article 5 hereof, a definition or otherwisesuch Note; (65) make any Note payable in money other than that stated in the Note; (76) impair the right of any Holder of the Notes to receive payment of principal of and premium, if any, and interest on such Holder’s 's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes; (7) make any change in the amendment provisions which require each Holder's consent or in the waiver provisions; (8) make any change to in the amendment provisions which require each Holder’s consent ranking or to priority of any Note that would adversely affect the waiver provisionsHolders; or (9) make any change in, or release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture, any Note Guarantee that would adversely affect the Holders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company Issuers shall mail to the Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The Subject to Section 608, the Company, the Trustee and (if applicable) each Subsidiary Guarantor and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Outstanding Notes then outstanding, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes) and the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes by written notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default or compliance by the Company or any Subsidiary Guarantor with any provision of this Indenture, Notesthe Notes or any Subsidiary Guarantee. HoweverNotwithstanding the provisions of this Section 902, without the consent of each Noteholder Holder affected, an amendment or waiver, including a waiver pursuant to Section 613, may not: (1i) reduce the percentage in principal amount of outstanding the Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4iii) reduce the principal of, of or extend the Stated Maturity of, of any Note; (5iv) reduce the premium payable upon the redemption of any Note or change the date on which any Note may be redeemed as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwisein Section 1001; (6v) make any Note payable in money other than that stated in the such Note; (7vi) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9vii) release make any change in the Guarantor amendment or modify the Guarantee other than waiver provisions described in accordance with the provisions of this Indentureparagraph. It shall not be necessary for the consent of the Holders under this Section 9.02 902 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under this Section 9.02 902 becomes effective, the Company shall mail to Noteholders the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any supplemental indenture or the effectiveness of any such amendment, supplement or waiver.

With Consent of Holders. The CompanyExcept as provided below in this Section 8.02, the Guarantor Company and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder but Securities with the written consent (including consents obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of at least a majority in principal amount of the Notes Securities then outstanding. Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture, including, without limitation, consents obtained in connection and upon the filing with a purchase of, or tender offer or exchange offer for, Notes. However, without the Trustee of evidence of the consent of each Noteholder affectedthe Holders as aforesaid, an amendment may not: (1) reduce and upon receipt by the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions Trustee of the Master Trust Transaction Documents pursuant to documents described in Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 8.06 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated the Trustee shall join with the Company in the Note; (7) impair the right execution of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenturesupplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After The Holders of a majority in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities (including waivers obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms). Without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 becomes effectivemay not: (1) reduce the percentage of principal amount of the Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the Company shall mail rate of or change the time for payment of interest, including default interest, on any Security; (3) reduce the principal of or change the fixed maturity of any Security or alter the premium or other provisions with respect to Noteholders a notice briefly describing such amendment. The failure redemption under Section 9.07 or specified in the Securities; (4) change the place of payment or make any Security payable in money other than that stated in the Security; (5) impair the right to give such notice to all Noteholdersinstitute suit for the enforcement of any payment of principal of, or premium, if any, or interest on any defect thereinSecurity pursuant to Sections 5.07 and 5.08 hereof, shall not impair except as limited by Section 5.06 hereof; (6) make any change in the percentage of principal amount of the Securities necessary to waive compliance with certain provisions of this Indenture pursuant to Section 5.04 or affect the validity 5.07 hereof or this clause of an amendment under this Section 9.028.02; or (7) waive a continuing Default or Event of Default in the payment of principal of, or premium, if any, or interest on the Securities.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. However, without the consent of the Holder of each Noteholder Note affected, an amendment amendment, supplement or waiver may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture amendment, supplement or the Noteswaiver; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of accrual of interest or extend modify the stated method for calculating interest or change the time for payment of interest on any Notethe Notes; (3) modify the provisions with respect to a Holder’s rights upon a Designated Event in a manner adverse to the Holders of the Notes, including the Company’s obligations to repurchase the Notes following a Designated Event; (4) reduce the principal of, amount of Notes or extend the change their Stated Maturity of, any NoteMaturity; (5) reduce make payments on the premium Notes payable upon in currency other than as originally stated in the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwiseNotes; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or right to institute suit for the enforcement of any payment on or with respect to such Holder’s the Notes; (8) 7) make any change in the percentage of principal amount of Notes necessary to waive compliance with provisions of this Indenture or to make any change to this Section 13.2 or Section 13.3; (8) waive a continuing Default or Event of Default regarding any payment on the amendment provisions which require each Holder’s consent or to the waiver provisionsNotes; or (9) release adversely affect the Guarantor conversion or modify the Guarantee other than in accordance with the repurchase provisions of this Indenturethe Notes. It shall not be necessary for the consent of the Holders under this Section 9.02 13.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 13.2 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.0213.2.

With Consent of Holders. The (a) Subject to Section 6.07, the Company, the Guarantor Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but Trustee, together, with the written consent of the Holder or Holders of at least a majority in aggregate principal amount of the outstanding Notes, may amend or supplement this Indenture, the Notes then outstanding, includingor the Note Guarantees, without limitationnotice to any other Noteholders. Subject to Section 6.07, consents obtained the Holder or Holders of a majority in connection aggregate principal amount of the outstanding Notes may waive compliance with a purchase ofany provision of this Indenture, the Notes or tender offer or exchange offer for, Notes. Howeverthe Note Guarantees without notice to any other Noteholders. (b) Notwithstanding Section 9.02(a), without the consent of each Noteholder Holder of an outstanding Note affected, an amendment may notno amendment, supplement or waiver may: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend the Stated Maturity of, of any Note; (54) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described above under Article in Section 5 hereof or any similar provisionSection 6 of the Notes, whether through an amendment to or waiver of Article 5 hereofprovisions in the covenants, a definition definitions or otherwise; (65) make any Note payable in money other than that stated in the Note; (76) impair the right of any Holder to receive payment of principal of and principal, premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) 7) make any change to in the amendment provisions which require each Holder’s consent or to in the waiver provisions; (8) make any change to the ranking of Notes or the Note Guarantees that adversely affects the rights of any Holder of Notes; or (9) release the any Subsidiary Guarantor or modify the Guarantee other than in accordance with the provisions from any of its obligations under its Note Guarantee, except as permitted by this Indenture. . (c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof. . (d) After an amendment amendment, supplement or waiver under this Section 9.02 9.02(b) becomes effective, the Company shall mail to Noteholders the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any such amendment, supplement or waiver.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of each Noteholder affectedaffected thereby, an amendment may not: (1) a. reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2) b. reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) c. reduce the principal of, of or extend the Stated Maturity of, of any Note; (5) d. make any Note payable in money other than U.S. dollars; e. make any change in Section 6.04 or 6.07 or the second sentence of this Section; f. subordinate the Notes to any other obligation of the Company, g. reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make change the time at which any Note may be redeemed, h. at any time after a Change of Control Triggering Event has occurred, reduce the premium payable in money other than upon a Change of Control Triggering Event or change the price or the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to that stated in the Note;Change of Control Offer, or (7) impair the right of i. at any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or time after the due dates therefor or Company is obligated to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance a Prepayment Offer with the provisions of this IndentureExcess Proceeds from Asset Sales, change the time at which the Prepayment Offer must be made or at which the Notes must be repurchased pursuant thereto. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall promptly mail to Noteholders (with a copy to the Trustee) a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The Company, the Guarantor Subsidiary Guarantors and the Trustee may amend this Indenture Indenture, or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes) and any past or existing Default or compliance with any provisions may also be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding. However, without the consent of each Noteholder affectedHolder affected thereby, an amendment or waiver may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend change the Stated Maturity of, of any Note; (54) reduce the premium amount payable upon the redemption of any Note or change the time at which any Note may be redeemed, in each case as described above under contained in Article Three of this Indenture or paragraph 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwisethe Notes; (65) make any Note payable in money other than that stated in the Note; (6) make any change in Section 6.04 or 6.07 or the second sentence of this Section; (7) impair make any changes in the right ranking or priority of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after Note that would adversely affect the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Holders; or (8) make any change to the amendment provisions which require each Holder’s consent in, or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture, any Subsidiary Guaranty that would adversely affect the Holders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section may not make any change that adversely affects the rights under Article Ten or Twelve of any holder of Senior Indebtedness of the Company or of a Subsidiary Guarantor then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend or supplement this Indenture or Indenture, the Notes and the Subsidiary Guarantees issued hereunder without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. However, without the consent of each Noteholder Holder affected, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend the Stated Maturity of, of any Note; (54) reduce the premium payable upon the redemption or repurchase of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 III hereof, a definition or otherwise; (65) make any Note payable in money other than that stated in the Note; (76) impair amend the contractual right of any Holder of Notes to receive institute suit for the enforcement of any payment of principal of and principal, premium, if any, and interest on or with respect to such Holder’s Notes on or after the due dates therefor expressed or to institute suit provided for the enforcement of any payment on or with respect to in such Holder’s NotesNote; (8) 7) make any change to in the amendment or waiver provisions which require the consent of each Holder’s consent or to the waiver provisionsHolder of Notes; or (9) release the Guarantor or 8) modify the Guarantee other than Subsidiary Guarantees in accordance with any manner adverse to the provisions Holders of this Indenturethe Notes. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend or supplement any provision of either this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least Notes representing a majority in principal amount of the Notes Units then outstanding, including, outstanding without limitation, consents obtained in connection notice to any Noteholder. The Holders of a majority of the Units may waive compliance by the Company with a purchase of, or tender offer or exchange offer for, Notesany such provision without notice to any Noteholder. However, without the consent of each Noteholder affected, an amendment amendment, supplement or waiver under this Section may not: (1a) reduce change the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time due dates for payment of interest payments on any Note; (4b) reduce the principal of, amounts payable on any Note or extend change the Stated Maturity of, any Noteform of payment thereof; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7c) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notesany Note; (8) make any change d) reduce the percentage of Units whose Holders must consent to the amendment provisions which require each Holder’s consent an amendment, supplement or to the waiver provisionswaiver; or (9e) release make any change in Sections 6.4 or 6.7 or this Section 9.2. Any amendment or supplement shall be effective upon certification to the Guarantor Trustee by the Company or modify an agent of the Guarantee other than Company that such amendment or supplement has been authorized by the Company and that the consent of the Holders of Notes representing a majority of the Units then outstanding has been obtained, unless such consents specify that they shall become effective at a later date, in which case such amendment or supplement shall become effective in accordance with the provisions terms of such consent. After an amendment, supplement or waiver under this IndentureSection becomes effective, the Company shall mail to Noteholders a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any amendment, supplement or waiver. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The Company, the Guarantor Issuer and the Trustee may amend this Indenture or the Notes (or waive any provision of the covenants contained in this Indenture) without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of each Noteholder Holder affected, an amendment or waiver may not: (1i) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4iii) reduce the principal of, of or extend the Stated Maturity of, of any Note; (5iv) reduce the premium payable upon the redemption of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise3; (6v) make any Note payable in money currency other than that stated in the Note; (7vi) impair the right of any Holder to receive payment of principal of and premium, if anyof, and interest on on, such Holder’s 's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes; (8) vii) make any change to in Section 7.04 or 7.07 or the amendment provisions which require each Holder’s consent or to the waiver provisionssecond sentence of paragraph (a) of this Section 10.02; or (9viii) release amend the Guarantor Security Documents or modify the Collateral and Guarantee other than Requirement, in accordance with each case, in any manner materially adverse to the provisions of this Indenture. Holders. (b) It shall not be necessary for the consent of the Holders under this Section 9.02 10.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (c) After an amendment under this Section 9.02 10.02 becomes effective, the Company Issuer shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.0210.02.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Noteholder affected, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s 's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes; (8) make any change to the amendment provisions which require each Holder’s 's consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with With the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, at the time outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes. However), by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, may amend or supplement this Indenture or the Notes; provided, however, that, without the consent of each Noteholder affectedaffected Holder, an no amendment may notor supplement to this Indenture or the Notes may: (1a) reduce the percentage in aggregate principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesto waive any past Event of Default; (2b) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest Special Interest on any Note; (4c) reduce the principal of, amount or extend the Stated Maturity of, Date of any Note; (5d) make any change that impairs or adversely affects the conversion rights of any Notes under Article 10 hereof, subject to the provisions set forth in Section 10.06 hereof; (e) reduce the premium payable upon the redemption Fundamental Change Purchase Price of any Note as described above under Article 5 hereof or amend or modify in any similar provision, whether through an amendment manner adverse to or waiver of Article 5 hereof, a definition or otherwisethe Holders the Company’s obligation to make such payments; (6f) make any Note payable in money a currency other than that stated in the Note; (7g) change the ranking of the Notes; (h) impair the right of any Holder to receive payment of the principal of of, and premiumSpecial Interest, if any, and interest on on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) i) make any change to the amendment provisions of this Indenture which require each Holder’s consent or to in the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. , It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes of a series without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding of such series (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). However, without the consent of each Noteholder affected, an amendment may not: (1i) reduce change the percentage in principal amount Stated Maturity of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity ofinstallment of interest on, any Note; (5ii) reduce the premium principal amount of, or the rate of interest on, any Notes; (iii) reduce any premium, if any, payable upon on the redemption or required repurchase of any Note as described above under Article 5 hereof or change the date on which any similar provisionNote may or must be redeemed, whether through an amendment repaid or required to or waiver of Article 5 hereof, a definition or otherwisebe repurchased; (6iv) make change the coin or currency in which the principal of, premium, if any, or interest on any Note payable in money other than that stated in the Noteis payable; (7v) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect after the Stated Maturity of any Note; (vi) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required in order to such Holder’s take certain actions; (vii) reduce the requirements for quorum or voting by Holders in this Indenture or the Notes; (8) make viii) after the time an offer to repurchase the Notes in the Change of Control Repurchase Event is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder; (ix) modify any change of the provisions of this Indenture regarding the waiver of past defaults and the waiver of certain covenants by Holders except to the amendment provisions which require each Holder’s consent increase any percentage vote required or to provide that certain other provisions of the waiver provisionsIndenture cannot be modified or waived without the consent of the holder of each Note affected thereby; or (9x) release modify any of the Guarantor or modify the Guarantee other than in accordance with the above provisions of this IndentureSection 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Subject to Section 6.04, the Company, Finance Co., the Guarantor Trustee and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but Guarantors, with the written consent of the Holders registered holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes), Notesmay amend this Indenture and may waive any past default or compliance with any provisions. However, without Without the consent of each Noteholder affectedholder, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04 may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend change the Stated Maturity of, of any Note; (54) reduce the premium amount payable upon the redemption of any Note as described above or make earlier the time at which any Note may be redeemed under Article 3 hereto or paragraph 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwisethe Notes; (65) make any Note payable in money other than that stated in the Note; (76) impair the right of any Holder holder of the Notes to receive payment of principal of and premium, if any, and interest on such Holderholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holderholder’s Notes; (7) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions; (8) make any change to in the amendment provisions which require each Holder’s consent ranking or to priority of any Note that would adversely affect the waiver provisionsNoteholders; or (9) release any Guarantor from its Guarantee that is not otherwise permitted by this Indenture. After an amendment, supplement or waiver under this Section 8.02 or Section 8.01 becomes effective, the Guarantor Company shall mail to the holders notice briefly describing the amendment, supplement or modify waiver; provided, however, the Guarantee other than failure to give such notice to all holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment, supplement or waiver. Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the holders as aforesaid and upon receipt by the Trustee of the documents described above or in accordance Section 8.05 hereof, the Trustee shall join with the provisions Issuers and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the holders on such record date, or their duly designated proxies, and only such Persons shall be entitled to consent to such supplemental indenture, whether or not such holders remain holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any holder be canceled and of no further effect. It shall not be necessary for the consent of the Holders holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The CompanyExcept as provided below in this Section 8.02, the Guarantor Company and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder but Securities with the written consent (including consents obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of at least a majority in principal amount of the Notes Securities then outstanding. Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture, including, without limitation, consents obtained in connection and upon the filing with a purchase of, or tender offer or exchange offer for, Notes. However, without the Trustee of evidence of the consent of each Noteholder affectedthe Holders as aforesaid, an amendment may not: (1) reduce and upon receipt by the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions Trustee of the Master Trust Transaction Documents pursuant to documents described in Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 8.06 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated the Trustee shall join with the Company in the Note; (7) impair the right execution of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenturesupplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After The Holders of a majority in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities (including waivers obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms). Without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 becomes effectivemay not: (1) reduce the percentage of principal amount of the Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the rate of or change the time for payment of interest, including default interest, on any Security; (3) reduce the principal of or change the fixed maturity of any Security or alter the premium or other provisions with respect to redemption under Section 9.07 or specified in the Securities; (4) change the place of payment or make any Security payable in money other than that stated in the Security; (5) impair the right to institute suit for the enforcement of any payment of principal of, or premium, if any, or interest on any Security pursuant to Sections 5.07 and 5.08 hereof, except as limited by Section 5.06 hereof; (6) make any change in the percentage of principal amount of the Securities necessary to waive compliance with certain provisions of this Indenture pursuant to Section 5.04 or 5.07 hereof or this clause of this Section 8.02; or (7) waive a continuing Default or Event of Default in the payment of principal of, or premium, if any, or interest on the Securities. The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall mail have been the Holder of record of the Securities with respect to Noteholders which such consent is required or sought as of a date identified by the Trustee in a notice briefly describing such amendment. The failure furnished to give such notice to all Noteholders, or any defect therein, shall not impair or affect Holders in accordance with the validity terms of an amendment under this Section 9.02Indenture.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Noteholder affected, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend or supplement this Indenture or Indenture, the Notes and the Subsidiary Guarantees issued hereunder without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. However, without the consent of each Noteholder Holder affected, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend the Stated Maturity of, of any Note; (54) reduce the premium payable upon the redemption or repurchase of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwiseIII; (65) make any Note payable in money other than that stated in the Note; (76) impair amend the contractual right of any Holder of Notes to receive institute suit for the enforcement of any payment of principal of and principal, premium, if any, and interest on or with respect to such Holder’s Notes on or after the due dates therefor expressed or to institute suit provided for the enforcement of any payment on or with respect to in such Holder’s NotesNote; (8) 7) make any change to in the amendment or waiver provisions which require the consent of each Holder’s consent or to the waiver provisionsHolder of Notes; or (9) release the Guarantor or 8) modify the Guarantee other than Subsidiary Guarantees in accordance with any manner adverse to the provisions Holders of this Indenturethe Notes. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of each Noteholder affectedaffected thereby, an amendment may not: (1a) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2b) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4c) reduce the principal of, of or extend the Stated Maturity of, of any Note; (5d) make any Note payable in money other than U.S. dollars; (e) make any change in Section 6.04 or 6.07 or the second sentence of this Section; (f) subordinate the Notes to any other obligation of the Company, (g) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or change the time at which any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise;Note may be redeemed, (6h) make at any Note time after a Change of Control has occurred, reduce the premium payable in money other than upon a Change of Control or change the price or the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to that stated in the Note; (7) impair the right Change of any Holder to receive payment of principal of and premiumControl offer, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9i) release at any time after the Guarantor or modify the Guarantee other than in accordance Company is obligated to make a Prepayment Offer with the provisions of this IndentureExcess Proceeds from Asset Sales, change the time at which the Prepayment Offer must be made or at which the Notes must be repurchased pursuant thereto. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall promptly mail to Noteholders (with a copy to the Trustee) a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The CompanyIssuers, the Guarantor Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). However, without the consent of each Noteholder affectedaffected thereby, an amendment may not: (1i) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2ii) reduce change the percentage in principal amount Stated Maturity of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity ofinstallment of interest on, any Note; (5iii) reduce the premium payable upon principal amount of, or the rate of interest on, any Notes; (iv) change the provisions applicable to the redemption of any Note as described above under Article this Indenture or paragraph 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwisethe Notes; (6v) make any Note payable in money any currency other than that stated in the Note; (7vi) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates Stated Maturity therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notesafter the Stated Maturity of any Note; (8) vii) make any change to in the amendment provisions which require each Holder’s consent or to in the waiver provisions; (viii) make any change in the ranking or priority of any Note that would adversely affect the Holders of the Notes; or (9ix) release modify any of the Guarantor or modify the Guarantee other than in accordance with the above provisions of this IndentureSection 9.2. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 9.2 becomes effective, the Company Issuers shall mail or electronically deliver or cause to be mailed or electronically delivered to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.029.2.

With Consent of Holders. The Subject to Section 608, the Company, the Trustee and (if applicable) each Subsidiary Guarantor and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes then outstanding, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes), and the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes by written notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default or compliance by the Company or any Subsidiary Guarantor with any provision of this Indenture, the Notes or any Subsidiary Guarantee. HoweverNotwithstanding the provisions of this Section 902, without the consent of each Noteholder Holder affected, an amendment or waiver, including a waiver pursuant to Section 613, may not: (1i) reduce the percentage in principal amount of outstanding the Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4iii) reduce the principal of, of or extend the Stated Maturity of, of any Note; (5iv) reduce the premium payable upon the redemption of any Note or change the date on which any Note may be redeemed as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwisein Section 1001; (6v) make any Note payable in money other than that stated in the such Note; (7vi) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9vii) release make any change in the Guarantor amendment or modify the Guarantee other than waiver provisions described in accordance with the provisions of this Indentureparagraph. It shall not be necessary for the consent of the Holders under this Section 9.02 902 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under this Section 9.02 902 becomes effective, the Company shall mail to Noteholders the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any supplemental indenture or the effectiveness of any such amendment, supplement or waiver.

With Consent of Holders. The CompanyExcept as provided below in this Section 8.02, the Guarantor Company and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder but Securities with the written consent (including consents obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities; provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of at least a majority in principal amount of the Notes Securities then outstanding. Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture, including, without limitation, consents obtained in connection and upon the filing with a purchase of, or tender offer or exchange offer for, Notes. However, without the Trustee of evidence of the consent of each Noteholder affectedthe Holders as aforesaid, an amendment may not: (1) reduce and upon receipt by the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions Trustee of the Master Trust Transaction Documents pursuant to documents described in Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 8.06 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated the Trustee shall join with the Company in the Note; (7) impair the right execution of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenturesupplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After The Holders of a majority in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities (including waivers obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms). Without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 becomes effectivemay not: (i) reduce the percentage of principal amount of the Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the rate of or change the time for payment of interest, including default interest, on any Security; (iii) reduce the principal of or change the fixed maturity of any Security or alter the premium or other provisions with respect to redemption specified in the Securities; (iv) change the place of payment or make any Security payable in money other than that stated in the Security; (v) impair the right to institute suit for the enforcement of any payment of principal of, or premium, if any, or interest on any Security pursuant to Section 5.07 and Section 5.08 hereof, except as limited by Section 5.06 hereof; (vi) make any change in the percentage of principal amount of the Securities necessary to waive compliance with certain provisions of this Indenture pursuant to Section 5.04 or Section 5.07 hereof or this clause of this Section 8.02; or (vii) waive a continuing Default or Event of Default in the payment of principal of, or premium, if any, or interest on the Securities. The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall mail have been the Holder of record of the Securities with respect to Noteholders which such consent is required or sought as of a date identified by the Trustee in a notice briefly describing such amendment. The failure furnished to give such notice to all Noteholders, or any defect therein, shall not impair or affect Holders in accordance with the validity terms of an amendment under this Section 9.02Indenture.

With Consent of Holders. (a) The Company, the Guarantor Issuer and the Trustee may amend this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of each Noteholder Holder affected, an amendment may not: (1i) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4iii) reduce the principal of, of or extend the Stated Maturity of, of any Note; (5iv) reduce the premium payable upon the redemption of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise3; (6v) make any Note payable in money currency other than that stated in the Note; (7vi) impair the right of any Holder to receive payment of principal of and premium, if anyof, and interest on on, such Holder’s 's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes; (8) vii) make any change to in Section 7.04 or 7.07 or the amendment provisions which require each Holder’s consent or to the waiver provisionssecond sentence of paragraph (a) of this Section 10.02; or (9viii) release amend the Guarantor Security Documents or modify the Collateral and Guarantee other than Requirement, in accordance with each case, in any manner materially adverse to the provisions of this Indenture. Holders. (b) It shall not be necessary for the consent of the Holders under this Section 9.02 10.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (c) After an amendment under this Section 9.02 10.02 becomes effective, the Company Issuer shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.0210.02.

With Consent of Holders. (a) The CompanyIssuer, the Guarantor Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). However, without the consent of each Noteholder affectedaffected thereby, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2) reduce change the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions Stated Maturity of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofprincipal of, or installment of interest on, any Note; (3) reduce the stated principal amount of, or the rate of or extend the stated time for payment of interest on on, any NoteNotes; (4) reduce change the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon provisions applicable to the redemption of any Note as described above under Article III of this Indenture or paragraph 5 hereof or of the Notes (other than with respect to the minimum notice period with respect to any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwiseredemption thereunder); (65) make any Note payable in money any currency other than that stated in the Note; (76) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates Stated Maturity therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notesafter the Stated Maturity of any Note; (8) 7) make any change to in the amendment provisions which require each Holder’s consent or to in the waiver provisions; (8) make any change in the ranking or priority of any Note that would adversely affect the Holders of the Notes; or (9) release modify any of the Guarantor or modify the Guarantee other than in accordance with the above provisions of this Indenture. Section 9.2. (b) It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (c) After an amendment under this Section 9.02 9.2 becomes effective, the Company Issuer shall mail or electronically deliver or cause to be mailed or electronically delivered to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.029.2.

With Consent of Holders. (a) The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in principal amount of the then Outstanding Notes then outstanding, (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Noteholder Holder affected, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2) reduce the percentage in principal amount rate of outstanding Notes whose Holders must consent to an amendment or change or have the effect of provisions changing the time for payment of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofinterest, including Defaulted Interest, on any Notes; (3) reduce the stated rate principal of or extend change or have the stated time for payment effect of interest changing the fixed maturity of any Notes, or change the date on which any NoteNotes may be subject to redemption, or reduce the redemption price therefor; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note Notes payable in money other than that stated in the NoteNotes; (75) impair make any change in the right provisions of any this Indenture entitling each Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor date thereof or to institute bring suit for to enforce such payment, or permitting Holders of a majority in principal amount of Outstanding Notes to waive Defaults or Events of Default; (6) amend, change or modify in any material respect any obligation of the enforcement Company to make and consummate a Change of any payment on Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisionsAsset Sale that has been consummated; or (97) release the Guarantor amend, change or modify the Guarantee other than seniority of the Notes or eliminate, release or modify any guarantee or security for the Notes except in accordance with the provisions terms of the Notes or this Indenture. . (b) It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (c) After an amendment under this Section 9.02 9.2 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.029.2.

With Consent of Holders. The Subject to Section 6.04, the Company, Finance Co., the Guarantor Trustee and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but Guarantors, with the written consent of the Holders registered holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes), Notesmay amend this Indenture and may waive any past default or compliance with any provisions. However, without Without the consent of each Noteholder affectedholder, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04 may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend change the Stated Maturity of, of any Note; (54) reduce the premium amount payable upon the redemption of any Note as described above or make earlier the time at which any Note may be redeemed under Article 3 hereto or paragraph 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwisethe Notes; (65) make any Note payable in money other than that stated in the Note; (76) impair the right of any Holder holder of the Notes to receive payment of principal of and premium, if any, and interest on such Holder’s holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s holder's Notes; (7) make any change in the amendment provisions which require each holder's consent or in the waiver provisions; (8) make any change to in the amendment provisions which require each Holder’s consent ranking or to priority of any Note that would adversely affect the waiver provisionsNoteholders; or (9) release any Guarantor from its Guarantee that is not otherwise permitted by this Indenture. After an amendment, supplement or waiver under this Section 8.02 or Section 8.01 becomes effective, the Guarantor Company shall mail to the holders notice briefly describing the amendment, supplement or modify waiver; provided, however, the Guarantee other than failure to give such notice to all holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment, supplement or waiver. Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the holders as aforesaid and upon receipt by the Trustee of the documents described above or in accordance Section 8.05 hereof, the Trustee shall join with the provisions Issuers and the Guarantors in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the holders on such record date, or their duly designated proxies, and only such Persons shall be entitled to consent to such supplemental indenture, whether or not such holders remain holders after such record date; provided, that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any holder be canceled and of no further effect. It shall not be necessary for the consent of the Holders holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but when authorized by a resolution of its Board of Directors, with the written consent of the Majority Holders, may amend this Agreement or the Notes, provided that each Holder shall have received prior notice of such proposed amendment. The Majority Holders may waive compliance by the Company with any provision of at least a majority in principal amount this Agreement or the Notes, provided that each Holder shall have received prior notice of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notessuch proposed waiver. However, without Without the consent of each Noteholder Holder affected, an however, no amendment or waiver may not:(with respect to any Notes held by a nonconsenting Holder of Notes): (1a) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment or waiver of any provision of this Indenture Agreement or the Notes; (2b) reduce the percentage principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of Notes, reduce the purchase price payable in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions connection with repurchases of the Master Trust Transaction Documents Notes pursuant to Section 3.02(f) hereof5.8; (3c) reduce the stated rate of or extend change the stated time for payment of interest on any Note; (4d) reduce waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on the Notes or that resulted from a failure to comply with Section 5.8(except a rescission of acceleration of the Notes by the Majority Holders and a waiver of the payment default that resulted from such acceleration); (e) make the principal of, premium, if any, or extend the Stated Maturity interest on, any Note payable in any manner other than that stated in this Agreement and the Notes; (f) make any change in the provisions of this Agreement relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, premium (if any) or interest on the Notes; (g) waive the payment of the Redemption Price with respect to any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6h) make any Note payable in money other than change that stated in adversely affects the Note; (7) impair the right conversion rights of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9i) release make any change in the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indentureforegoing amendment and waiver provisions. It shall not be necessary for the consent of the Holders under this Section 9.02 9 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 9 becomes effective, the Company shall mail provide to Noteholders the Holders affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to provide such amendment. The failure to give such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an any such amendment or waiver. The Company shall provide a copy of such amendment or waiver upon request by any Holder. In connection with any amendment under this Section 9.029, the Company may offer, but shall not be obligated to offer, to any Holder who consents to such amendment or waiver, consideration for such Holder’s consent.

With Consent of Holders. (a) The Company, the Guarantor Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of each Noteholder Holder affected, an amendment may not: (1i) reduce the percentage in principal amount at maturity of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest or any Additional Amounts on any Note; (4iii) reduce the principal of, of or extend the Stated Maturity of, of any Note; (5iv) reduce the premium payable upon the redemption of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise3; (6v) make any Note payable in money other than that stated in the Note; (7vi) make any change in Article 10 or Article 12 that adversely affects the rights of any Holder under Article 10 or Article 12; (vii) impair the right of any Holder holder to receive payment of principal of and premium, if any, and interest or any Additional Amounts on such Holder’s 's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes; (8) viii) make any change to in Section 6.04 or 6.07 or the amendment provisions which require each Holder’s consent or to the waiver provisionssecond sentence of this Section 9.02; or (9ix) release the Guarantor or modify the Guarantee other than Guarantees in accordance with any manner adverse to the provisions of this IndentureHolders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) No amendment under this Section 9.02 may make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The CompanySubject to Section 8.07 hereof, the Guarantor Company and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder but with the written consent of the Majority Holders. Subject to Sections 8.04 and 8.07 hereof, the Majority Holders may also waive compliance in a particular instance by the Company with any provision of at least a majority in principal amount of this Indenture or the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. However, without the consent of each Noteholder Holder affected, an amendment amendment, supplement or waiver under this Section 11.02 may not: (1a) reduce the percentage in principal amount aggregate Accreted Value of the then outstanding Notes the consent of whose Holders must consent is required for any amendment, supplement to an amendment of this Indenture or the Noteswaiver of any provision of this Indenture; (2b) change the Stated Maturity of the Accreted Value of any Note or alter the Accreted Value thereof or any amounts payable thereon under this Indenture, if any; (c) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend change the stated time for payment of interest on any Note; (4d) reduce waive a default in the principal ofpayment of the Accreted Value or any other amounts payable on any Note, if any, or extend impair the Stated right to institute suit for the enforcement of any such payment on or after the Maturity ofthereof, any Noteexcept a rescission of acceleration of the Notes by the Majority Holders and a waiver of the payment default that resulted from such acceleration; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6e) make any Note payable in money other than that stated in the Note; (7f) make any change in Sections 8.04 or 8.07 hereof; (g) impair the right to convert the Notes into Series D Preferred Stock; (h) modify Article V or VI in a manner adverse to the Holders of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) i) except as provided by Article VII, consent to the assignment or transfer by the Company of any of its rights and obligations under the Indenture; and (j) make any change to in the foregoing amendment provisions which require each Holder’s consent or to the and waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this IndentureArticle XI. It shall not be necessary for the To secure a consent of the Holders under this Section 9.02 11.02, it shall not be necessary for the Holders to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under this Section 9.02 11.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, the amendment or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02waiver.

With Consent of Holders. (a) The Company, the Guarantor Guarantors and the Trustee may amend this Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of each Noteholder Holder affected, an amendment may not: (1i) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4iii) reduce the principal of, of or extend the Stated Maturity of, of any Note; (5iv) reduce the premium payable upon the redemption of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwiseIII; (6v) make any Note payable in money other than that stated in the NoteNotes; (7vi) impair the right of any Holder to receive payment of principal of and of, premium, if any, and interest on on, such Holder’s 's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes; (8) vii) make any change to in Section 6.04 or 6.07 or the amendment provisions which require each Holder’s consent or to the waiver provisionssecond sentence of this Section 9.02; or (9viii) release the Guarantor or modify the Guarantee other than Note Guarantees in accordance with any manner adverse to the provisions of this IndentureHolders. It shall not be necessary for the The consent of the Holders under this Section 9.02 shall not be necessary to approve the particular form of any proposed amendment, but it . It shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with With the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes. However), by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, may amend or supplement this Indenture or the Notes or may prospectively waive compliance with any provisions of the Notes or this Indenture; provided, however, that, without the consent of each Noteholder affectedHolder of an outstanding Note affected thereby, an no amendment may notor supplement to this Indenture or the Notes may: (1a) reduce the percentage in aggregate principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the NotesIndenture; (2b) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4c) reduce the principal of, amount or extend change the Stated Maturity of, of any Note; (5d) make any change that impairs or adversely affects the conversion rights of any Notes under Article X hereof or reduces the consideration due upon conversion; (e) reduce the premium payable upon the redemption Fundamental Change Purchase Price of any Note as described above under Article 5 hereof or amend or modify in any similar provision, whether through an amendment manner adverse to or waiver of Article 5 hereof, a definition or otherwisethe Holders the Company’s obligation to make such payments; (6f) make any Note payable in money a currency other than that stated in the Note; (7g) change the subordination or ranking of the Notes in a manner adverse to the Holders; (h) impair the right of any Holder to receive payment of the principal of and premium, if anyof, and interest on on, such HolderXxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) i) make any change to the amendment provisions which require each Holder’s consent this proviso in Section 9.02 or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this IndentureSection 6.04. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company(a) Subject to Section 8.03, the Guarantor Issuer, when authorized by a Board Resolution, and the Trustee may modify, amend and/or supplement this Indenture or and the Subordinated Notes without notice to any Noteholder but with the written consent of the Holders of at least not less than a majority in principal amount of the outstanding Subordinated Notes then outstanding(voting as a single class); provided, includinghowever, without limitationthat such modification, consents obtained in connection with a purchase of, amendment or tender offer or exchange offer for, Notes. Howeversupplement may not, without the consent of each Noteholder affected, an amendment may notHolder of the Subordinated Notes: (1) reduce change the percentage in Stated Maturity of the principal amount of outstanding Notes whose Holders must consent or any premium or any installment of interest with respect to an amendment of this Indenture or the Subordinated Notes; (2) reduce the percentage in principal amount of, or the rate of outstanding Notes whose Holders must consent interest on or any premium payable upon the redemption of, the Subordinated Notes, or change the Issuer’s obligation to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofpay Additional Amounts; (3) reduce change the stated rate currency of payment of principal of or extend the stated time for payment of interest on any Notethe Subordinated Notes; (4) reduce change the principal ofredemption provisions, or extend if any, of any Subordinated Notes in any manner adverse to the Stated Maturity of, any NoteHolders of such Subordinated Notes; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s the Subordinated Notes; (8) make any change 6) reduce the above-stated percentage of Holders of the Subordinated Notes necessary to modify or amend this Indenture; (7) modify the subordination provisions of this Indenture in a manner adverse to the amendment provisions which require each Holder’s consent or to the waiver provisionsHolders of such Subordinated Notes then outstanding; or (9) release the Guarantor or 8) modify the Guarantee other foregoing requirements or reduce the percentage of outstanding Subordinated Notes necessary to waive any covenant or past default. (b) Holders of not less than a majority in accordance principal amount of the outstanding Subordinated Notes (voting as a single class) may waive certain past defaults and may waive compliance by the Issuer with any provision of this Indenture relating to such Subordinated Notes (subject to the provisions immediately preceding sentence); provided, however, that: (1) without the consent of each Holder of Subordinated Notes, no waiver may be made of a default in the payment of the principal of or interest on any Subordinated Note or in respect of a covenant or provision of this Indenture that expressly states that it cannot be modified or amended without the consent of each Holder; and (2) only the Holders of a majority in principal amount of Subordinated Notes may waive compliance with a provision of this Indenture. It shall not be necessary for the . (c) The consent of the Holders under this Section 9.02 8.03Section 8.02 is not necessary to approve the particular form of any proposed amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effectiveof the proposed amendment, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, supplement or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02waiver.

With Consent of Holders. The CompanySubject to Section 4.7, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of Outstanding Notes. Subject to Sections 4.4 and 4.7, the Holders of a majority in principal amount of the Notes then outstanding, including, without limitation, consents obtained outstanding may also waive compliance in connection a particular instance by the Company or the Guarantors with a purchase of, any provision of this Indenture or tender offer or exchange offer for, the Notes. However, without the consent of each Noteholder Holder affected, an amendment or waiver under this Section may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend change the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend change the Stated Maturity of, fixed maturity of any NoteNote or alter the redemption provisions with respect thereto; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (64) make any Note payable in money other than that stated in the Note; (75) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent in Section 4.4, 4.7 or to the waiver provisions6.2 (this sentence); or (96) waive a default in the payment of the principal of, or interest on, any Note. The Holders of at least 66-2/3% in principal amount of Outstanding Notes may release any portion of the Guarantor Collateral, whether constituting less than or modify all or substantially all of the Guarantee other than Collateral, from the Liens granted under the Collateral Documentation, without compliance with the requirements of the last paragraph of Section 10.2 of this Indenture, unless this Indenture previously has been qualified under the Trust Indenture Act and the Trust Indenture Act prohibits such a release. It is the intent of the parties that any release of Collateral consented to by the Holders of at least 66-2/3% in accordance with principal amount of Outstanding Notes shall not be in contravention of the provisions of the Indenture within the meaning of Section 314(d) of the Trust Indenture Act in the event it is applicable to this Indenture. It shall not be necessary for the To secure a consent of the Holders under this Section 9.02 it shall not be necessary for the Holders to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, the amendment or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02waiver.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. However, without the consent of each Noteholder affectedNote then outstanding, an amendment amendment, supplement or waiver may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture amendment, supplement or the Noteswaiver; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of accrual of interest or extend modify the stated method for calculating interest or change the time for payment of interest on any Notethe Notes; (3) modify the provisions with respect to a Holder's rights upon a Change in Control in a manner adverse to the Holders of the Notes, including the Company's obligations to repurchase the Notes following a Change in Control; (4) reduce the principal of, amount of Notes or extend the change their Stated Maturity of, any NoteMaturity; (5) reduce the premium payable upon Redemption Price or Purchase Price of the redemption of any Note as described above under Article 5 hereof Notes or any similar provision, whether through an amendment to change the time at which the Notes may or waiver of Article 5 hereof, a definition must be redeemed or otherwiserepurchased; (6) make any Note payments on the Notes payable in money currency other than that as originally stated in the NoteNotes; (7) modify the subordination provisions of Article XII in a manner that adversely affects the rights of a Holder; (8) impair the Holder's right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s the Notes; (8) 9) make any change in the percentage of principal amount of Notes necessary to waive compliance with provisions of this Indenture or to make any change to this Section 14.2 or Section 14.3; (10) waive a continuing Default or Event of Default regarding any payment on the amendment provisions which require each Holder’s consent or to the waiver provisionsNotes; or (911) release adversely affect the Guarantor conversion or modify the Guarantee other than in accordance with the repurchase provisions of this Indenturethe Notes. It shall not be necessary for the consent of the Holders under this Section 9.02 14.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 14.2 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.0214.2.

With Consent of Holders. (a) The CompanyIssuer, the Guarantor Note Guarantors and the Trustee may amend this Indenture or with respect to the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor such Notes). Any existing Default or compliance with any provisions of this Indenture with respect to the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class, Notessubject to the restrictions of Section 6.04 and this Section 9.02. HoweverNotwithstanding the foregoing, without the consent of each Noteholder affectedHolder affected thereby, an amendment or waiver may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend the Stated Maturity of, of any Note; (54) reduce the premium payable upon the redemption of any Note as described above under or change the time at which such Note may be redeemed pursuant to Article 5 hereof 3 hereto or any similar provision, whether through an amendment to or waiver paragraph 6 of Article 5 hereof, a definition or otherwisethe Notes; (65) make any Note payable in money other than that stated in the such Note; (76) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (7) make any change in Section 6.04 or 6.07 or the second sentence of this Section 9.02; or (8) make any change to the amendment provisions which require each Holder’s consent in, or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. , any Note Guarantee that would adversely affect the Holders. (b) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail deliver to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. Section 15.02 of the Base Indenture shall not apply to the Notes and hereafter shall be void and of no force and effect except solely with respect to any other series of Securities issued under the Base Indenture; and, insofar as relating to the Notes, any reference to Section 15.02 in the Base Indenture shall instead be deemed to refer to Section 8.02 of this First Supplemental Indenture. The CompanyTrustee, the Guarantor Securities Administrator and the Trustee Company may amend this the Indenture or the Notes without notice to any Noteholder but with the written consent or affirmative vote of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, NotesOutstanding. However, without the written consent or affirmative vote of the Holder of each Noteholder affected, an amendment may notOutstanding Note affected by such change is required to: (1a) alter the manner of calculation of interest on the Note or reduce the percentage in principal amount rate of outstanding Notes whose Holders must consent to an amendment accrual of this Indenture interest on the Note or change the Notesdate of payment; (2b) reduce change the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofMaturity Date; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4c) reduce the principal ofamount, Redemption Price or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment Fundamental Change Purchase Price with respect to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7d) make any change that adversely affects the right to require the Company to purchase the Note upon a Fundamental Change; (e) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on with respect to the Note or with respect to such Holder’s Notesconversion of the Note; Table of Contents (f) change the currency of payment of principal of, or interest on, the Note; (8) make g) except as otherwise permitted by the Indenture, adversely affect the conversion rights of any change to the amendment provisions which require each Holder’s consent or to the waiver provisionsHolders; or (9h) release the Guarantor or modify the Guarantee other than in accordance with change the provisions of this in the Indenture that relate to modifying or amending the Indenture. It For the avoidance of doubt, the only written consent or affirmative vote required to approve any of the foregoing changes is the written consent or affirmative vote of the Holders of each Note affected by such change; the written consent or affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Notes is not additionally required. The Company may set a record date for purposes of determining the identity of the Holders entitled to give a written consent or affirmatively vote by the Company as authorized or permitted by this Section 8.02, and the Company shall provide the Trustee and the Securities Administrator with an Officer’s Certificate setting forth the identity of such Holders. Such record date shall not be more than 30 calendar days prior to the first solicitation of such consent or the date of the most recent list of holders furnished to the Trustee and the Securities Administrator prior to such solicitation pursuant to Section 312 of the Trust Indenture Act. It is not necessary for the consent of the Holders of Notes under this Section 9.02 First Supplemental Indenture to approve the particular form of any proposed amendmentamendment or supplement, but it shall be is sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with With the written consent of the Holders of at least a majority in of the aggregate principal amount of the Notes then at the time outstanding, including, without limitation, consents obtained in connection with a purchase of, the Company and the Trustee may amend this Indenture or tender offer or exchange offer for, the Notes. However, without the consent of each Noteholder affected, an amendment to this Indenture or the Notes may not: (1) reduce change the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesmaturity date; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofNotes; (3) reduce make any change that reduces the stated rate amount payable upon the redemption or repayment of any Note or extend the stated time for payment of interest on any Noteat which such Note may be redeemed in accordance with the terms thereof and this Indenture; (4) reduce the principal of, or extend the Stated Maturity of, any Noteinterest rate; (5) reduce change the premium payable upon the redemption time of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwiseinterest payment; (6) make any Note payable in money other than that stated in change the Noteauthorized currency; (7) reduce the required percentage of the aggregate principal amount of Notes then outstanding required for Noteholder action; (8) make any change in Sections 6.05 or 6.06 of the Indenture or this Section 9.02, except to increase any percentage set forth therein; (9) make any change to impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s the Notes;; or (8) 10) make any change to in the amendment provisions which require each Holder’s Noteholder's consent or to in the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders each Holder a notice briefly describing such the amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02."

With Consent of Holders. The CompanySubject to Section 6.04 and Section 6.07, without prior notice to any Holders, the Guarantor Company and the Trustee may amend this Indenture or and the Notes without notice to any Noteholder but and the Second Priority Collateral Documents with the written consent of the Holders of at least not less than a majority in aggregate Principal amount of the outstanding Notes affected by such amendment (voting as a single class) and the Holders of a majority in principal amount of the outstanding Notes then outstanding, including, without limitation, consents obtained in connection affected thereby (voting as a single class) by written notice to the Trustee may waive future compliance by the Company with a purchase of, any provision of this Indenture or tender offer or exchange offer for, the Notes. HoweverNotwithstanding the provisions of this Section 9.02, without the consent of each Noteholder affectedHolder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (1a) change the Stated Maturity of the Principal of or any installment of interest on, such Xxxxxx’s Note; (b) modify the provisions of Section 4.10; (c) reduce the Principal amount thereof or the rate of interest thereon; (d) reduce the above stated percentage of outstanding Notes the consent of whose holders is necessary to modify or amend the Indenture; or (e) reduce the percentage in principal or aggregate Principal amount of outstanding Notes the consent of whose Holders must consent to an amendment is required for any supplemental indenture, for any waiver of compliance with certain provisions of this Indenture or the Notes; (2) reduce the percentage certain Defaults and their consequences provided for in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. It shall not be necessary for the consent of the Holders any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail give to Noteholders the Holders affected thereby a notice briefly describing such the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to give mail such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any such supplemental indenture or waiver.

With Consent of Holders. The CompanyAll modifications and amendments of this Indenture, the Guarantor Notes, the Intercreditor Agreement, the Security Documents and the Trustee other Note Documents (other than those permitted by Section 9.1) may amend this Indenture or the Notes without notice be made, subject to any Noteholder but certain exceptions, with the written consent of the Holders of at least a majority in principal amount of the Notes then outstandingoutstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any past default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). HoweverSuch amendments may not, without the consent of the Holders of at least 75% of the aggregate principal amount of the Notes then outstanding (voting as one class), release all or substantially all of the Collateral. Furthermore, no amendment may, without the consent of each Noteholder affected, Holder of an amendment may notoutstanding Note affected thereby: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment amendment, supplement or waiver of any provision of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend change the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend change the Stated Maturity of, of any Note; (54) reduce change the premium payable upon time at which any Note may be redeemed pursuant to Section 3.3 or waive any payment with respect to the redemption of Notes; provided, that solely for the avoidance of doubt, and without other implication, any Note as purchase or repurchase of Notes (including pursuant to the covenants described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver in Section 4.12 and Section 4.13) shall not be deemed a redemption of Article 5 hereof, a definition or otherwiseNotes; (65) make any Note payable in money other than that stated in the Note; (76) impair the right of any Holder to receive payment of principal of and premiuminterest on, if any, and interest on such HolderXxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) 7) make any change to in the amendment or waiver provisions which that require each Holder’s consent or to the waiver provisionsconsent; or (9) release 8) subordinate the Guarantor or modify the Guarantee Notes in right of payment to any other than in accordance with the provisions of this IndentureIndebtedness. It shall not be necessary for the The consent of the Holders is not necessary under this Section 9.02 the Note Documents to approve the particular form of any proposed amendment, but it shall be . It is sufficient if such consent approves the substance thereofof the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment under this Section 9.02 Indenture or any Security Documents becomes effective, the Company shall Issuer is required to mail to Noteholders the Holders a notice briefly describing such amendment. The However, failure to give such notice to all Noteholdersthe Holders, or any defect thereinin the notice, shall will not impair or affect the validity of an amendment under this Section 9.02the amendment.

With Consent of Holders. The CompanyExcept as provided below in this Section 9.02, this Indenture, the Guarantor and the Trustee may amend this Indenture Notes or the Guarantees may be amended or supplemented, and noncompliance in any particular instance with any provision of this Indenture, the Notes without notice to any Noteholder but or the Guarantees may be waived, in each case with the written consent of the Holders of at least a majority in principal amount Principal Amount of the then outstanding Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesaffected thereby. However, without Without the consent of each Noteholder affectedHolder of Notes that is affected thereby, an amendment or waiver under this Section 9.02 may not: (1i) reduce the percentage in principal amount Principal Amount of outstanding Notes whose Holders must consent to an amendment amendment; (ii) reduce the Principal Amount, Restated Principal Amount or Accreted Value or extend the Maturity of this Indenture any Note; (iii) reduce the Redemption Price, Purchase Price or Fundamental Change Purchase Price of any Note; (iv) make any change that adversely affects the rights of Holders to convert their Notes; (v) make any change in the manner of calculation or rate of accrual of, or that adversely affects the right to receive, Original Issue Discount or interest, in respect of any Note; reduce the rate of interest referred to in paragraph 1 of the Notes, reduce the rate of interest referred to in Section 3.10 upon the occurrence of a Tax Event, or extend the time for payment of Original Issue Discount or interest, if any, on any Notes; (vi) make any change that adversely affects the right to require the Company to purchase the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6vii) make any Note payable in money currency other than that stated in the Note; (7viii) modify or change any provision of Article X in a manner which adversely affects the Holders; (ix) release any security that may have been granted in respect of the Notes; (x) make any change in the provisions of this Indenture relating to waivers of Defaults or amendments that require unanimous consent; (xi) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s to, or a conversion of, the Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9xii) release the Guarantor or modify the Guarantee other than in accordance with any of the provisions of this IndentureSection 9.02, except to increase the percentage in Principal Amount whose Holders must consent to an amendment or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any such amended or supplemental indenture or waiver.

With Consent of Holders. The Company, the any Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Noteholder affected, an no amendment may notmay: (1a) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3b) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4c) reduce the principal of, of or extend change the Stated Maturity of, of any Note; (5d) reduce the premium amount payable upon the redemption of any Note Note, as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6e) make any Note payable in money other than that stated in the Note; (7f) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) g) make any change to in the amendment provisions which require each Holder’s consent or to in the waiver provisions; or (9h) release any of the Guarantor Guarantors or modify the Guarantee Guarantees other than in accordance with the provisions of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The However, the failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with With the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes. However), by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, may amend or supplement this Indenture, the Notes or the Collateral Agreements or may prospectively waive compliance with any provisions of this Indenture, the Notes or the Collateral Agreements; provided, however, that, without the consent of each Noteholder affectedHolder of an outstanding Note affected thereby, an no amendment may notor supplement to this Indenture, the Notes or the Collateral Agreements may: (1a) reduce the percentage in aggregate principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture Indenture, the Notes or the NotesCollateral Agreements; (2b) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4c) reduce the principal of, amount or extend change the Stated Maturity of, Date of any Note; (5d) make any change that impairs or adversely affects the conversion rights of any Notes under Article 11 hereof or reduces the consideration due upon conversion; (e) reduce the premium payable upon the redemption Fundamental Change Purchase Price of any Note as described above under Article 5 hereof or amend or modify in any similar provision, whether through an amendment manner adverse to or waiver of Article 5 hereof, a definition or otherwisethe Holders the Company’s obligation to make such payments; (6f) reduce the Redemption Price or amend or modify in any manner adverse to the Holders the provisions set forth in Article 4; (g) make any Note payable in money a currency other than that stated in the Note; (7h) change the ranking of the Notes; (i) impair the right of any Holder to receive payment of the principal of and premium, if anyof, and interest on on, such HolderXxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment payment, including conversion consideration, on or with respect to such Holder’s Notes;; or (8) j) make any change to the amendment provisions which require each Holder’s consent this proviso in Section 10.02 or to the Section 7.04. In addition, any amendment to, or waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with of, the provisions of this Indenturethe indenture or any Collateral Agreement that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding. It shall not be necessary for the consent of the Holders under this Section 9.02 10.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The CompanyIssuers, the Guarantor Subsidiary Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, outstanding (voting as one class) (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, exchange for or purchase of the Notes). Any amendment or waiver of any Security Documents or the Intercreditor Agreement shall require the consent of the Controlling Secured Parties, in which case such amendment or waiver shall be binding upon all Holders of the Notes and all holders of Other Pari Passu Secured Indebtedness; provided, however, that such amendment shall not, without the consent of the Two Thirds Controlling Secured Parties release all or substantially all of the Collateral other than in accordance with this Indenture, the Intercreditor Agreement and the Security Documents. However, without the consent of each Noteholder affectedaffected thereby, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend the Stated Maturity of, of any Note; (54) reduce the premium amount payable upon the redemption of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise3; (65) make any Note payable in money other than that stated in the Note; (76) impair the right of any Holder Noteholder to receive payment of principal of and premium, if any, and interest on such HolderNoteholder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such HolderNoteholder’s Notes; (7) make any change in the ranking or priority of any Note that would adversely affect the Noteholders; (8) make any change to in any Guarantee that would adversely affect the amendment provisions which require each Holder’s consent or to the waiver provisionsNoteholders in any material respect; or (9) release reduce the Guarantor percentage of the principal amount of outstanding Notes necessary for amendment to or modify the Guarantee other than in accordance waiver of compliance with the provisions any provision of this IndentureIndenture or the Notes or for waiver of any default, or amend the definition of “Controlling Secured Parties” or “Two Thirds Controlling Secured Parties” to reduce the percentage of principal amount set forth in such definitions. It shall not be necessary for the consent of the Holders Holders, the Controlling Secured Parties or the Two Thirds Controlling Secured Parties, as applicable, under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. Sections 2.08 and 12.06 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02 and the definitions of “Controlling Secured Parties” and “Two Thirds Controlling Secured Parties”. After an amendment under this Section 9.02 becomes effective, the Company Issuers shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The CompanyExcept as provided below in this Section 9.02, this Indenture, the Guarantor and the Trustee may amend this Indenture Securities or the Notes without notice to any Noteholder but Guarantee may be amended or supplemented, with the written consent of the Holders of at least a 73 majority in principal amount of the Notes then outstanding, including, without limitation, outstanding Securities (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Securities). Upon the request of the Company, Notes. Howeveraccompanied by a resolution of the Board of Directors authorizing the execution of any such supplemental indenture, without and upon the filing with the Trustee of evidence of the consent of each Noteholder affectedthe Holders as aforesaid, an amendment may not: (1) reduce and upon receipt by the percentage Trustee of the documents described in principal amount Section 9.06 hereof, the Trustee shall join with the Company in the execution of outstanding Notes whose Holders must consent to an amendment of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Notes; (2) reduce the percentage Trustee may in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal ofits discretion, or extend the Stated Maturity ofbut shall not be obligated to, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on enter into such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenturesupplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After The Holders of at least a majority in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities (including waivers obtained in connection with a tender offer for Securities) or any existing default. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 becomes effectivemay not (with respect to any Securities held by a non-consenting Holder): (1) reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Security or alter the provisions with respect to the redemption or purchase price in connection with repurchases under Sections 3.07, 3.08, 4.10 or 4.11 hereof; (3) reduce the rate of or change the time for payment of interest on any Security; (4) waive a Default or Event of Default in the payment of principal of or premium and Additional Interest, if any, or interest on the Securities (except a rescission of acceleration of the Securities by the Holders of at least a majority in aggregate principal amount of the Securities as provided in Section 6.02 hereof); (5) make any Securities payable in money other than that stated in the Securities; (6) make any change in Section 6.04 or 6.07 hereof; (7) waive a redemption payment with respect to any Security; or (8) make any change in the foregoing. 74 The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Company to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall mail have been the Holder of record of any Securities with respect to Noteholders which such consent is required or sought as of a date identified by the Trustee in a notice briefly describing such amendment. The failure furnished to give such notice to all Noteholders, or any defect therein, shall not impair or affect Holders in accordance with the validity terms of an amendment under this Section 9.02Indenture.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of each Noteholder affected, an amendment may not: (1) reduce the percentage in of the principal amount of outstanding the Notes whose Holders must consent to an amendment of this Indenture amendment, supplement or the Noteswaiver; (2) change the Stated Maturity or the time or currency of payment of the principal, or any interest on or reduce the percentage in rate of interest on or principal amount of outstanding Notes whose Holders must consent to an amendment of any Note or alter the redemption provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofwith respect thereto; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes; (8) 4) waive a default in the payment of the principal of or interest on any Note; (5) make any change to the amendment provisions which require each Holder’s consent or of this Indenture relating to the waiver provisionsExcess Proceeds Offer; (6) make any change to Section 9.07 of this Indenture; or (97) release make any change in Section 6.04 or 6.07 or the Guarantor or modify the Guarantee other than in accordance with the provisions second sentence of this IndentureSection 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The CompanyExcept as provided below in this Section 8.02, the Guarantor Company and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder but Securities with the written consent (including consents obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities; provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms) of the Holders of at least a majority in principal amount of the Notes Securities then outstanding. Upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture, including, without limitation, consents obtained in connection and upon the filing with a purchase of, or tender offer or exchange offer for, Notes. However, without the Trustee of evidence of the consent of each Noteholder affectedthe Holders as aforesaid, an amendment may not: (1) reduce and upon receipt by the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions Trustee of the Master Trust Transaction Documents pursuant to documents described in Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 8.06 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated the Trustee shall join with the Company in the Note; (7) impair the right execution of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenturesupplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After The Holders of a majority in principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Securities (including waivers obtained in connection with a tender offer or exchange offer for the Securities or a solicitation of consents in respect of the Securities, provided that in each case such offer or solicitation is made to all Holders of the Securities then outstanding on equal terms). Without the consent of each Holder affected, an amendment amendment, supplement or waiver under this Section 9.02 becomes effectivemay not: (i) reduce the percentage of principal amount of the Securities whose Holders must consent to an amendment, supplement or waiver; (ii) reduce the Company shall mail rate of or change the time for payment of interest, including default interest, on any Security; (iii) reduce the principal of or change the fixed maturity of any Security or alter the premium or other provisions with respect to Noteholders a notice briefly describing such amendment. The failure redemption specified in the Securities; (iv) change the place of payment or make any Security payable in money other than that stated in the Security; (v) impair the right to give such notice to all Noteholdersinstitute suit for the enforcement of any payment of principal of, or premium, if any, or interest on any defect thereinSecurity pursuant to Section 5.07 and Section 5.08 hereof, shall not impair except as limited by Section 5.06 hereof; (vi) make any change in the percentage of principal amount of the Securities necessary to waive compliance with certain provisions of this Indenture pursuant to Section 5.04 or affect the validity Section 5.07 hereof or this clause of an amendment under this Section 9.02.8.02; or

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Noteholder affected, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Subject to Section 608, the Company, the Trustee and (if applicable) each Subsidiary Guarantor and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes then outstanding, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes). The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for the Notes) shall be required and the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes by written notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default or compliance by the Company or any Subsidiary Guarantor with any provision of this Indenture, Notesthe Notes or and Subsidiary Guarantee. HoweverNotwithstanding the provisions of this Section 902, without the consent of each Noteholder Holder affected, an amendment or waiver, including a waiver pursuant to Section 613, may not: (1i) reduce the percentage in principal amount of outstanding the Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4iii) reduce the principal of, of or extend the Stated Maturity of, of any Note; (5iv) reduce the premium payable upon the redemption of any Note or change the date on which any Note may be redeemed as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwisein Section 1001; (6v) make any Note payable in money other than that stated in the such Note; (7vi) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9vii) release make any change in the Guarantor amendment or modify the Guarantee other than waiver provisions described in accordance with the provisions of this Indentureparagraph. It shall not be necessary for the consent of the Holders under this Section 9.02 902 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under this Section 9.02 902 becomes effective, the Company shall mail to Noteholders the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any supplemental indenture or the effectiveness of any such amendment, supplement or waiver.

With Consent of Holders. The CompanySubject to the provisions of Section 6.4 and 6.7, the Guarantor Company and the Trustee may amend or modify this Indenture or the Notes without notice to any Noteholder but Securities with the written consent of the Holders of at least a majority in principal amount of the Notes then outstandingoutstanding Securities; provided, includinghowever, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. Howeverthat, without the consent of each Noteholder -------- ------- Holder affected, an amendment amendment, modification or waiver under this Section 9.2 may not:not (with respect to any securities held by a non-consenting Holder): (1) i. reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture of, extend the fixed maturity of, or alter the Notesredemption provisions of, the Securities; (2) ii. reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend change the stated time for payment of interest on any NoteSecurity; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) iii. make any Note Security payable in money or currency other than that stated in the NoteSecurity; (7) iv. impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute initiate suit for the enforcement of any payment on or with respect to such Holder’s Notesany Security; (8) v. make any change that affects the ranking or security of the Securities; vi. waive a Default or Event of Default in the payment of the principal of, Liquidated Damages, if any, or interest on, any Security; vii. reduce the percentage in principal amount outstanding of Securities, holders of which must consent to an amendment, supplement or waiver or consent to take any action hereunder or under the amendment provisions which require each Holder’s consent or to the waiver provisionsSecurities; or (9) release viii. following the Guarantor or mailing of a Company Notice, modify the Guarantee other than in accordance with the provisions of this IndentureIndenture with respect to such Company Notice in a manner adverse to any Holder. It In addition, neither the Company nor the Trustee may waive the covenant relating to a Holder's right to repurchase upon the occurrence of a Change in Control. To secure a consent of the Holders under this Section, it shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing the amendment or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Noteholdersnotices, or any defect therein, shall not not, however, in any way, impair or affect the validity of an any such amendment under this Section 9.02or waiver.

With Consent of Holders. The CompanySubject to the provisions of Section 6.4 and 6.7, the Guarantor Company and the Trustee may amend or modify this Indenture or the Notes without notice to any Noteholder but Securities with the written consent of the Holders of at least a majority in principal amount of the Notes then outstandingoutstanding Securities; provided, includinghowever, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. Howeverthat, without the consent of each Noteholder Holder affected, an amendment amendment, modification or waiver under this Section 9.2 may not:not (with respect to any securities held by a non-consenting Holder): (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture of, extend the fixed maturity of, or alter the Notesredemption provisions of, the Securities; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend change the stated time for payment of interest on any NoteSecurity; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (63) make any Note Security payable in money or currency other than that stated in the NoteSecurity; (74) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute initiate suit for the enforcement of any payment on or with respect to such Holder’s Notesany Security; (8) 5) make any change that affects the ranking or security of the Securities; (6) waive a Default or Event of Default in the payment of the principal of, Liquidated Damages, if any, or interest on, any Security; (7) reduce the percentage in principal amount outstanding of Securities, holders of which must consent to an amendment, supplement or waiver or consent to take any action hereunder or under the amendment provisions which require each Holder’s consent or to the waiver provisionsSecurities; or (9) release 8) following the Guarantor or mailing of a Company Notice, modify the Guarantee other than in accordance with the provisions of this IndentureIndenture with respect to such Company Notice in a manner adverse to any Holder. It In addition, neither the Company nor the Trustee may waive the covenant relating to a Holder's right to repurchase upon the occurrence of a Change in Control. To secure a consent of the Holders under this Section, it shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentamendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment or waiver under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing the amendment or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Noteholdersnotices, or any defect therein, shall not not, however, in any way, impair or affect the validity of an any such amendment under this Section 9.02or waiver.

With Consent of Holders. The CompanyNote Issuers, the Guarantor Subsidiaries and the Trustee may amend this Indenture or the Series A Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in principal amount of the Series A Notes. The Holders of at least a majority in principal amount of the Series A Notes then outstanding, including, without limitation, consents obtained in connection may waive compliance by the Note Issuers or any Guarantor Subsidiary with a purchase of, any provision or tender offer covenant of this Indenture or exchange offer for, the Series A Notes. However, without the consent of each Noteholder affectedHolder of an outstanding Series A Note, an amendment or waiver may not: (1) reduce the percentage in principal amount of outstanding Series A Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2) reduce the percentage in principal amount rate of outstanding Notes whose Holders must consent to an amendment or extend the time for payment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofinterest or Liquidated Damages on any such Series A Note; (3) reduce the stated rate principal of or extend the stated time for payment Stated Maturity of interest on any such Series A Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Series A Note as described above under or change the time at which any Series A Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwiseIII; (65) make any Series A Note payable in money other than that stated in the such Series A Note; (76) impair the right of any Holder to receive payment of principal of and premium, if any, Liquidated Damages and interest on such Holder’s 's Series A Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Series A Notes;. (7) modify the Subsidiary Guaranties (except as contemplated by the terms thereof or of this Indenture) in any manner adverse to the Holders; or (8) make any change to in Section 6.04, Section 6.07 or the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions third sentence of this IndentureSection. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company Note Issuers shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.Section. 79 70

With Consent of Holders. The Company, the Guarantor Subsidiary Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). However, without the consent of each Noteholder affected, an amendment may not: (1i) reduce change the percentage in principal amount Stated Maturity of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity ofinstallment of interest on, any Note; (5ii) reduce the premium principal amount of, or the rate of interest on, any Notes; (iii) reduce any premium, if any, payable upon on the redemption of any Note as described above under Article 5 hereof or change the date on which any similar provision, whether through an amendment Note may or must be redeemed or repaid (it being understood that the definitions used in Section 4.8 may be amended or modified at any time prior to or waiver the occurrence of Article 5 hereof, a definition or otherwiseChange of Control with the consent of Holders of at least a majority in principal amount of the Notes then outstanding); (6iv) make change the coin or currency in which the principal of or interest on any Note payable in money other than that stated in the Noteis payable; (7v) release the Guarantee of any Subsidiary Guarantor except as provided under Article X, or make any changes to such Guarantee in a manner adverse to the Holders; (vi) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect after the Stated Maturity of any Note; (vii) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required in order to such Holder’s take certain actions; (viii) reduce the requirements for quorum or voting by Holders in this Indenture or the Notes; (8) make ix) modify any change of the provisions of this Indenture regarding the waiver of past defaults and the waiver of certain covenants by Holders except to the amendment provisions which require each Holder’s consent increase any percentage vote required or to provide that certain other provisions of the waiver provisionsIndenture cannot be modified or waived without the consent of each Holder affected thereby; or (9x) release modify any of the Guarantor or modify the Guarantee other than in accordance with the above provisions of this IndentureSection 9.2. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 9.2 becomes effective, the Company shall mail or electronically deliver to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.029.2.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with With the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, at the time outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes. However), by Act of such Holders delivered to the Company, the Guarantor and the Trustee, the Company and the Guarantor, each when authorized by a Board Resolution, may amend or supplement this Indenture, the Notes or the Guarantee; provided, however, that, without the consent of each Noteholder affectedaffected Holder, an no amendment may notor supplement to this Indenture or the Notes may: (1a) reduce the percentage in aggregate principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesto waive any past Event of Default; (2b) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest Special Interest on any Note; (4c) reduce the principal of, amount or extend the Stated Maturity of, Date of any Note; (5d) make any change that impairs or adversely affects the conversion rights of any Notes under Article 10 hereof, subject to the provisions set forth in Section 10.06 hereof; (e) reduce the premium payable upon the redemption Fundamental Change Purchase Price of any Note as described above under Article 5 hereof or amend or modify in any similar provision, whether through an amendment manner adverse to or waiver of Article 5 hereof, a definition or otherwisethe Holders the Company’s obligation to make such payments; (6f) make any Note payable in money a currency other than that stated in the Note; (7g) change the ranking of the Notes; (h) impair the right of any Holder to receive payment of the principal of of, and premiumSpecial Interest, if any, and interest on on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) i) make any change to the amendment provisions of this Indenture which require each Holder’s consent or to in the waiver provisionsprovisions of this Indenture; or (9j) release the Guarantor or modify the Guarantee other than in accordance with any manner adverse to the provisions of this IndentureHolders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. (a) The CompanyIssuers, the Guarantor Guarantors and the Trustee may amend this Indenture Indenture, the Notes, the Note Guarantees, the Collateral Sharing Agreement or the Notes Security Documents without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of each Noteholder Holder affected, an amendment may not: (1i) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest or any Additional Interest on any Note; (4iii) reduce the principal of, of or extend the Stated Maturity of, of any Note; (5iv) reduce the premium payable upon the redemption of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise3; (6v) make any Note payable in money other than that stated in the Note; (7vi) impair the right of any Holder to receive payment of principal of and premium, if anyof, and interest on interest, including Additional Interest, on, such Holder’s 's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes; (8) vii) make any change to in Section 6.04 or 6.07 or the amendment provisions which require each Holder’s consent or to the waiver provisionssecond sentence of this Section 9.02; or (9viii) release the Guarantor or modify the Guarantee other than Note Guarantees in accordance with any manner adverse to the provisions of this IndentureHolders. It shall not be necessary for the The consent of the Holders under this Section 9.02 shall not be necessary to approve the particular form of any proposed amendment, but it . It shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company Issuers shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). However, without the consent of each Noteholder affected, an amendment may not: (1i) reduce change the percentage in principal amount Stated Maturity of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity ofinstallment of interest on, any Note; (5ii) reduce the premium principal amount of, or the rate of interest on, any Notes; (iii) reduce any premium, if any, payable upon on the redemption of any Note as described above under Article 5 hereof or change the date on which any similar provision, whether through an amendment to Note may or waiver of Article 5 hereof, a definition must be redeemed or otherwiserepaid; (6iv) make change the coin or currency in which the principal of or interest on any Note payable in money other than that stated in the Noteis payable; (7v) release the Guarantee of any Subsidiary Guarantor except as provided under Article X, or make any changes to such Guarantee in a manner adverse to the Holders; (vi) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect after the Stated Maturity of any Note; (vii) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required in order to such Holder’s take certain actions; (viii) reduce the requirements for quorum or voting by Holders in this Indenture or the Notes; (8) make ix) modify any change of the provisions of this Indenture regarding the waiver of past defaults and the waiver of certain covenants by Holders except to the amendment provisions which require each Holder’s consent increase any percentage vote required or to provide that certain other provisions of the waiver provisionsIndenture cannot be modified or waived without the consent of the holder of each Note affected thereby; or (9x) release modify any of the Guarantor or modify the Guarantee other than in accordance with the above provisions of this IndentureSection 9.2. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 9.2 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.029.2.

With Consent of Holders. (a) The Company, the Guarantor Guarantors and the Trustee may amend this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Required Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of each Noteholder Holder affected, an amendment may not: (1i) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture amendment, supplement, waiver or the Notesmodification; (2ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4iii) reduce the principal of, amount of or extend change the Stated Maturity of, of any Note; (5iv) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or change the time at which any similar provision, whether through an amendment to or waiver Note may be redeemed in accordance with Section 6 of Article 5 hereof, a definition or otherwisethe Notes; (6v) make any Note payable in money other than that stated in the Note; (7vi) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such HolderXxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) vii) make any change to in Section 7.04 or 7.07 or the amendment provisions which require each Holder’s consent second sentence of this Section 11.02(a); (viii) make any change in the ranking or to priority of any Note or Note Guarantee that would adversely affect the waiver provisionsHolders; or (9ix) release the Guarantor or modify the Guarantee release, other than in accordance with the provisions of this Indenture, any Note Guarantee or collateral securing the Notes. It shall not be necessary for the consent of the Holders under this Section 9.02 11.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (b) After an amendment under this Section 9.02 11.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.0211.02.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of each Noteholder affectedHolder affected thereby, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend the Stated Maturity of, of any Note; (54) reduce the premium payable upon the redemption of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise3; (65) make any Note payable in money other than that stated in the Note; (76) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to in Section 6.4 or 6.7 or the amendment provisions which require each Holder’s consent or to the waiver provisionssecond sentence of this Section; or (97) release make any change in any Subsidiary Guarantee that would adversely affect the Guarantor or modify the Guarantee other than in accordance with the provisions of this IndentureHolders. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. The amendment of this Indenture as provided in this Section 9.029.2 may be subject to certain restrictions and conditions contained in the BNY Intercreditor and Subordination Agreement, if executed, and the Intercreditor Agreements.

With Consent of Holders. The CompanySubject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Guarantor Company and JLL, when authorized by their Board of Directors (as evidenced by a Board Resolution delivered to the Trustee), and the Trustee may amend this Indenture or and the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents obtained and the Holders of a majority in connection aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with a purchase of, any provision of this Indenture or tender offer or exchange offer for, the Notes. HoweverNotwithstanding the provisions of this Section 9.02, without the consent of each Noteholder Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture of, premium, if any, or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4iii) reduce the change any place or currency of payment of principal of, premium, if any, or extend the Stated Maturity ofinterest on, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7iv) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notesafter the Stated Maturity (or, in the case of redemption, on or after the Redemption Date) on any Note; (8) make v) waive a default in the payment of principal of, premium, if any, or interest on, any change Note; (vi) modify any Note Guarantee in a manner adverse to the amendment provisions which require each Holder’s consent or to the waiver provisionsHolders; or (9vii) release reduce the Guarantor percentage or modify aggregate principal amount of outstanding Notes the Guarantee other than in accordance consent of whose Holders is necessary for waiver of compliance with the provisions certain provision of this IndentureIndenture or for waiver of certain defaults. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to Noteholders the Holders affected thereby a notice briefly describing such the amendment, supplement or waiver. The Company shall mail supplemental indentures to Holders upon request. Any failure of the Company to give mail such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any such supplemental indenture or waiver.

With Consent of Holders. The Subject to Sections 6.04 and 6.08 and without prior notice to the Holders, the Company, when authorized by its Board of Directors (as evidenced by a Board Resolution delivered to the Guarantor Trustee), and the Trustee may amend this Indenture or and the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents obtained and the Holders of a majority in connection aggregate principal amount of the Notes then outstanding by written notice to the Trustee may waive future compliance by the Company with a purchase of, any provision of this Indenture or tender offer or exchange offer for, the Notes. HoweverNotwithstanding the provisions of this Section 9.02, without the consent of each Noteholder Holder affected, an amendment or waiver, including a waiver pursuant to Section 6.04, may not: (1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note; (ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of or interest on any Note except as provided in this Indenture or the NotesIndenture; (2iii) reduce the percentage in change any place or currency of payment of principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7iv) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notesafter the Stated Maturity on any Note; (8) v) reduce the percentage or principal amount of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture or to waive compliance with certain provisions of or certain Defaults under this Indenture; (vi) make any change relating to the amendment provisions which require each Holder’s consent or subordination of the Notes in a manner adverse to the waiver provisionsHolders of the Notes; or (9vii) release make any change relating to the Guarantor subordination of the Notes in a manner adverse to holders of Senior Indebtedness unless the holders of such Senior Indebtedness consent to such change under the terms of such Senior Indebtedness; or (viii) waive a default in the payment of principal of or interest on any Note; or (ix) modify the Guarantee other than in accordance with any of the provisions of this IndentureSection 9.02, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to Noteholders the Holders affected thereby a notice briefly describing such the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to give mail such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under this Section 9.02any such supplemental indenture or waiver.

With Consent of Holders. The Company, the Guarantor Company and the Trustee Collateral Agent may from time to time amend or supplement this Indenture Agreement or the Notes without notice to any Noteholder Registered Note Holder but with the written consent of the Holders of at least not less than a majority in principal amount of the Notes. The Holders of a majority in principal amount of the Notes then outstanding, including, may waive compliance by the Company with any provision of this Agreement or the Notes without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesnotice to any Registered Note Holder. However, without Without the consent of each Noteholder Registered Note Holder affected, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04 of this Agreement, may not: (1a) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture amendment, supplement or the Noteswaiver; (2b) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4c) reduce the principal of, of or extend the Stated Maturity of, fixed maturity of any Note;; - (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6d) make any Note payable in money other than that stated in the Note; (7e) impair Create a lien upon or pledge of the right money or other assets pledged to the payment of the Notes hereunder, or the release of any Holder to receive such assets from the lien of this Agreement;  (f) create preference or priority of any Note over any other Notes; or  (g) waive a default on payment of principal or of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make Note. If at any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, time the Company shall mail request the Collateral Agent to Noteholders enter into a Supplemental Agreement for any of the purposes of this Section 9.02, the Collateral Agent, at the expense of the Company, shall cause notice of the proposed execution of such Supplemental Agreement to be mailed, postage prepaid, to the Holders. Such notice shall briefly describing such amendmentset forth the nature of the proposed Supplemental Agreement and shall state that copies thereof are on file at the designated office of the Collateral Agent for inspection by Holders. The Collateral Agent shall not, however, be subject to any liability to any Holders by reason of its failure to give mail the notice required by this Section 9.02, and any such notice to all Noteholders, or any defect therein, failure shall not impair or affect the validity of an amendment under such Supplemental Agreement when consented to and approved as provided in this Section 9.02..  Subject to this Section 9.02, if, at the time of the execution of such Supplemental Agreement, the holders of a majority in principal amount of the Notes then outstanding shall have consented to and approved the execution thereof as herein provided, no Holder shall have any right to object to the execution of such Supplemental Agreement, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Collateral Agent or the Company from executing the same or from taking any action pursuant to the provisions thereof. 

With Consent of Holders. (a) The Company, the Guarantor Company and the Trustee may amend this Indenture with respect to any Notes or the Notes themselves without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority Qualified Majority in principal amount of the Outstanding Notes then outstanding, (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), which consent(s) shall be delivered to the Company and the Trustee. However, without the consent of each Noteholder Holder affected, an amendment may not: (1i) reduce the percentage in principal amount of outstanding Notes whose the Holders of which must consent to an amendment of this Indenture or the Noteswaiver; (2ii) reduce the percentage rate of, or change, or have the effect of changing the time for payment of, interest, including Additional Amounts, if any, on any Notes or change in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions any adverse respect the obligation of the Master Trust Transaction Documents pursuant Company to Section 3.02(f) hereofpay Additional Amounts; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4iii) reduce the principal of, or extend change, or have the Stated Maturity effect of changing the time for payment of principal or the fixed maturity of, any NoteNotes or the amount due upon an Event of Default, or change the date on which any Notes may be subject to acceleration or redemption, or reduce the redemption price therefor; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6iv) make any Note Notes payable in money a currency or at a location other than that stated in the NoteNotes or at a place other than stated in the Notes; (7v) impair make any change in the right provisions of any this Indenture entitling each Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor date thereof or to institute bring suit for to enforce such payment, or permitting Holders of a Qualified Majority in principal amount of Outstanding Notes to waive compliance with various provisions of this Indenture or Defaults or Events of Default; (vi) reduce the enforcement percentage of any payment on Holders of Notes whose consent is needed to modify or amend the provisions of this Indenture with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent Notes or to the waiver provisionsNotes themselves; or (9vii) release the Guarantor or modify the Guarantee other than in accordance with the provisions of make any changes to this Indenture. Section 9.2. (b) It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. . (c) After an amendment under this Section 9.02 9.2 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.029.2.

With Consent of Holders. The CompanyExcept as otherwise provided herein, the Guarantor Company and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the then outstanding Notes then outstanding, including, without limitation, (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes). Upon the request of the Company, accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such supplemental indenture or It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed supplemental indenture or amendment, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or amendment under this Section becomes effective, the Company shall mail to the Holders of each Note affected thereby a notice briefly describing the amendment or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture, amendment or waiver. Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Noteholder Holder of Notes affected, an amendment or waiver under this Section may not:not (with respect to any Notes held by a non-consenting Holder of Notes): (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture amendment, supplement or the Noteswaiver; (2) reduce the percentage in principal amount rate of outstanding Notes whose Holders must consent to an amendment or change the time for payment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofinterest or Liquidated Damages, if any, including default interest, on any Note; (3) reduce the stated rate principal of or extend change the stated time for payment fixed maturity of interest on any NoteNote or alter the optional or mandatory redemption provisions (other than provisions relating to the covenants described in Sections 3.9 and 4.14) or reduce the prices at which the Company shall offer to purchase such Notes pursuant to Sections 3.9, 4.14 or 4.15 hereof; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (75) impair make any change in Section 6.4 or 6.7 hereof or in this sentence of this Section 9.2; (6) waive a Default or Event of Default in the right of any Holder to receive payment of principal of and premiumor interest or Liquidated Damages, if any, and interest on on, or redemption payment with respect to, any Note (other than a Default in the payment of an amount due as a result of an acceleration if the Holders of Notes rescind such Holder’s Notes on or after the due dates therefor or acceleration pursuant to institute suit for the enforcement of any Section 6.2); (7) waive a redemption payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisionsNote; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of each Noteholder affected, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f3.2(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption Redemption Price or Purchase Price of any Note as described above under Article 5 V or Article VI hereof or any similar provision, whether through an amendment to or waiver of Article 5 V or Article VI hereof, a definition or otherwise; (6) at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Change of Control Payment must be made; (7) make any Note payable in money other than that stated in the Note; (78) make any change that adversely affects the right of conversion in any Note in accordance with Article XII hereof and Paragraph 8 of the Notes; (9) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) 10) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (911) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 10.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 10.2 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.0210.2.

With Consent of Holders. (a) The CompanyIssuer, the Guarantor Note Guarantors and the Trustee may amend this Indenture (as it relates to the Notes) or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor such Notes). Any existing Default or compliance with any provisions of this Indenture with respect to the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding voting as a single class, Notessubject to the restrictions of Section 6.04 and this Section 9.02. HoweverNotwithstanding the foregoing, without the consent of each Noteholder affectedHolder affected thereby, an amendment or waiver may not: (1) reduce the percentage in principal amount of outstanding the Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend the Stated Maturity of, of any Note; (54) reduce the premium payable upon the redemption of any Note as described above under or change the time at which such Note may be redeemed pursuant to Article 5 hereof 3 hereto or any similar provision, whether through an amendment to or waiver paragraph 6 of Article 5 hereof, a definition or otherwisethe Notes; (65) make any Note payable in money other than that stated in the such Note; (76) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (7) make any change in Section 6.04 or 6.07 or the third sentence of this Section 9.02(a); or (8) make any change to the amendment provisions which require each Holder’s consent in, or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indenture. , any Note Guarantee that would adversely affect the Holders. (b) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company Issuer shall mail deliver to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes) and any past default or compliance with any provision may be waived with the consent of the Holders of the majority in principal amount of the Notes then outstanding. However, without the consent of each Noteholder affected, an amendment may not: (1i) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4iii) reduce the principal of, of or extend the Stated Maturity of, of any Note; (5iv) reduce the premium payable upon the redemption of any Note as described above under or change the time at which any Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwiseIII; (6v) make any Note payable in money other than that stated in the Note; (7vi) impair the right of any Holder to receive payment of principal Principal of and premium, if any, and interest on such Holder’s 's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes; (8) vii) make any change in the second sentence of this Section 9.2; or (viii) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the subordination provisions of this IndentureArticle X that would adversely affect the Noteholders. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this section may not make any change that adversely affects the rights under Article X of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or their Representatives) consent to such change. After an amendment under this Section 9.02 9.2 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.029.2.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, outstanding (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However, without the consent of each Noteholder Holder affected, an amendment may not: (1i) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2ii) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4iii) reduce the principal of, of or extend the Stated Maturity of, Date of any Note; (5iv) make any change that adversely affects the exchange rights of any Notes; (v) reduce the premium payable upon the redemption Fundamental Change Repurchase Price of any Note as described above under Article 5 hereof Notes or amend or modify in any similar provisionmanner adverse to the Holders the Company’s obligation to make such payments, whether through an amendment to or waiver of Article 5 hereof, a definition provisions in the covenants or definitions in this Indenture or otherwise; (6vi) make any Note payable in money other than that stated in the Note; (7vii) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with this Indenture, eliminate the provisions Guarantee; (viii) make any change in Section 6.04 or 6.07; or (ix) make any change in the second sentence of this IndentureSection 9.02. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with With the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. However), by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, the Subsidiary Guarantors and the Trustee, may amend or supplement this Indenture or the Notes or may prospectively waive compliance with any provisions of the Notes or this Indenture, except as described under Article 7 and this Article 10; and provided, however, that, without the consent of each Noteholder affectedHolder of an outstanding Note affected thereby, an no amendment may notor supplement to this Indenture or the Notes may: (1a) reduce the percentage in of the aggregate principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the NotesIndenture; (2b) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4c) reduce the principal of, amount or extend change the Stated Maturity of, Date of any Note; (5d) make any change that impairs or adversely affects the conversion rights of any Notes under Article 11 hereof or reduces the consideration due upon conversion; (e) reduce the premium payable upon the redemption Fundamental Change Purchase Price of any Note as described above under Article 5 hereof or amend or modify in any similar provision, whether through an amendment manner adverse to or waiver of Article 5 hereof, a definition or otherwisethe Holders the Company’s obligation to make such payments; (6f) make any Note payable in money a currency, or at a place, other than that stated in the Note; (7g) change the ranking of the Notes; (h) impair the right of any Holder to receive payment of principal of and premium, if anyof, and interest on on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) i) make any change to the amendment provisions which require each Holder’s consent this proviso in Section 10.02 or to the waiver provisionsSection 7.04; or (9j) release the Guarantor or modify the make any change in any Subsidiary Guarantee other than in accordance with the provisions that would adversely affect any Holder of this IndentureNotes. It shall not be necessary for the consent of the Holders under this Section 9.02 10.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with With the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes. However), by Act of such Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Parent Guarantor, when authorized by a board resolution duly adopted by the Parent Guarantor’s board of directors, may amend or supplement this Indenture or the Notes or may prospectively waive compliance with any provisions of the Notes or this Indenture; provided, however, that, without the consent of each Noteholder affectedHolder of an outstanding Note affected thereby, an no amendment may notor supplement to this Indenture or the Notes may: (1a) reduce the percentage in aggregate principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the NotesIndenture; (2b) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4c) reduce the principal of, amount or extend change the Stated Maturity of, Date of any Note; (5d) make any change that impairs or adversely affects the conversion rights of any Notes under Article 11 hereof or reduces the consideration due upon conversion; (e) reduce the premium payable upon the redemption Fundamental Change Purchase Price of any Note as described above under Article 5 hereof or amend or modify in any similar provision, whether through an amendment manner adverse to or waiver of Article 5 hereof, a definition or otherwisethe Holders the Company’s obligation to make such payments; (6f) make any Note payable in money a currency other than that stated in the Note; (7g) change the ranking of the Notes; (h) impair the right of any Holder to receive payment of the principal of and premium, if anyof, and interest on on, such HolderXxxxxx’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;; or (8) i) make any change to the amendment provisions which require each Holder’s consent this Section 10.02 or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions of this IndentureSection 7.04. It shall not be necessary for the consent of the Holders under this Section 9.02 10.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The Company, With the Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, includingby Act of said Holders delivered to the Issuer and the Trustee, without limitationthe Issuer, consents obtained the Guarantor and the Trustee may amend this Indenture or the Notes or enter into one or more indentures supplemental hereto for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or of modifying or waiving in any manner the rights of the Holders; provided that no such amendment, supplemental indenture or tender offer or exchange offer for, Notes. Howeverwaiver shall, without the consent of the Holder of each Noteholder affected, an amendment may not:outstanding Note, (1) reduce 9.2.1 change the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture Stated Maturity or the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest of any Note; 9.2.2 reduce the principal amount or the rate of interest, including Defaulted Interest, on any Note; (4) 9.2.3 reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium amount payable upon a redemption of any Note or alter or waive any provision with respect to the redemption of any Note as (other than provisions relating to the covenants described above under Article 5 hereof Clause 4.8); 9.2.4 amend or modify any similar provision, whether through an amendment payment obligation of the Guarantor under Clause 10 hereof; 9.2.5 change the place of payment of any Note (other than changes to or waiver additions or removals of Article 5 hereof, a definition Paying Agent made in accordance with the provisions of this Indenture) or otherwise; (6) make any Note payable in money a currency other than that stated in the NoteUnited States Dollars; (7) 9.2.6 impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or Holders to institute suit for the enforcement of any payment on or with respect to such Holder’s Notesany Note; (8) 9.2.7 reduce the percentage of Holders who must consent to an amendment or supplement of this Indenture; 9.2.8 modify any provision of this Indenture dealing with modification or waiver; 9.2.9 make any change to in Clause 6.4 or 6.7 hereof or in the foregoing amendment provisions which require each Holder’s consent or to the and waiver provisions; 9.2.10 reduce percentage of Holders who must consent to waive compliance by the Issuer or the Guarantor with any of the covenants contained in Clauses 4 or 5 hereof; or (9) release 9.2.11 change the obligation of the Issuer or the Guarantor or modify the Guarantee other than in accordance with the provisions of this Indentureto pay Additional Amounts. It shall not be necessary for the consent any Act of the Holders under this Section 9.02 Clause 9.2 to approve the particular form of any proposed amendmentsupplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance thereof. After an amendment or supplement under this Section 9.02 Clause 9.2 becomes effectiveeffective or a waiver under Clause 6.4 becomes effective the Issuer or the Trustee at the Issuer's request and expense, the Company shall mail to Noteholders Holders of Notes a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all NoteholdersHolders of Notes, or any defect therein, shall not impair or affect the validity of an amendment, supplement or waiver. Notwithstanding any other provision hereof, to the extent that any amendment to this Indenture involves the transfer of the obligations of the Issuer or the Guarantor under this Section 9.02the Notes or the Guarantee, respectively, to another Person, or the substitution of another Person for the Issuer or the Guarantor, the Issuer, the Guarantor and such other Person shall provide written notice of such transfer or substitution to the Holders of the Notes.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. However, without the consent of each Noteholder affectedNote then outstanding, an amendment amendment, supplement or waiver may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture amendment, supplement or the Noteswaiver; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of accrual of interest or extend modify the stated method for calculating interest or change the time for payment of interest on any Notethe Notes; (3) modify the provisions with respect to a Holder’s rights upon a Designated Event in a manner adverse to the Holders of the Notes, including the Company’s obligations to repurchase the Notes following a Designated Event; (4) reduce the principal of, amount of Notes or extend the change their Stated Maturity of, any NoteMaturity; (5) reduce the premium payable upon Redemption Price of the redemption of any Note as described above under Article 5 hereof Notes or any similar provision, whether through an amendment to change the time at which the Notes may or waiver of Article 5 hereof, a definition or otherwisemust be redeemed; (6) make any Note payments on the Notes payable in money currency other than that as originally stated in the NoteNotes; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or right to institute suit for the enforcement of any payment on or with respect to such Holder’s the Notes; (8) make any change in the percentage of principal amount of Notes necessary to the amendment waive compliance with provisions which require each Holder’s consent of this Indenture or to make any change to this Section 13.2 or Section 13.3; (9) waive a continuing Default or Event of Default regarding any payment on the waiver provisionsNotes; or (910) release adversely affect the Guarantor conversion or modify the Guarantee other than in accordance with the repurchase provisions of this Indenturethe Notes. It shall not be necessary for the consent of the Holders under this Section 9.02 13.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 13.2 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.0213.2.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder Holder of the Notes but with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding, including, affected by the amendment. The Holders of a majority in aggregate principal amount of the outstanding Notes may waive compliance by the Company with any provision of the Notes or of this Indenture without limitation, consents notice to any Holder. Any such consent or waiver may be obtained in connection with a purchase of, or a tender offer or of exchange offer for, NotesNotes by the Company or any Affiliate of the Company. However, without Without the consent of each Noteholder Holder of a Note affected, however, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not: (1a) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture amendment, supplement or the Noteswaiver; (2b) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend change the stated time for payment of interest interest, including defaulted interest, on any Note; (4c) reduce the principal of, of or extend change the Stated fixed Maturity of, of any NoteNote or alter the provisions (including related definitions) with respect to redemption of Notes pursuant to Article Three hereof or with respect to any obligations on the part of the Company to offer to purchase Notes pursuant to Section 3.08 or Section 4.09 hereof; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6d) make any Note payable in money or at a place other than that stated in the such Note; (7e) impair the right make any change in Sections 6.04, 6.07 or this 9.02 of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notesthis Indenture; (8) make f) adversely modify the ranking or priority of the Notes (except for releases of Guarantees and Collateral as permitted under this Indenture); (g) waive a continuing Default or Event of Default in the payment of the principal of or interest on any change to the amendment provisions which require each Holder’s consent or to the waiver provisionsNote; or (9h) release the any Guarantor from any of its obligations under its Guarantee or modify the Guarantee this Indenture other than in accordance with the provisions terms of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendmentsupplement, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

With Consent of Holders. The CompanyNote Issuers, the Guarantor Subsidiaries and the Trustee may amend this Indenture or the Series B Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in principal amount of the Series B Notes. The Holders of at least a majority in principal amount of the Series B 81 73 Notes then outstanding, including, without limitation, consents obtained in connection may waive compliance by the Note Issuers or any Guarantor Subsidiary with a purchase of, any provision or tender offer covenant of this Indenture or exchange offer for, the Series B Notes. However, without the consent of each Noteholder affectedHolder of an outstanding Series B Note, an amendment or waiver may not: (1) reduce the percentage in principal amount of outstanding Series B Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2) reduce the percentage in principal amount rate of outstanding Notes whose Holders must consent to an amendment or extend the time for payment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofinterest or Liquidated Damages on any such Series B Note; (3) reduce the stated rate principal of or extend the stated time for payment Stated Maturity of interest on any such Series B Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Series B Note as described above under or change the time at which any Series B Note may be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwiseIII; (65) make any Series B Note payable in money other than that stated in the such Series B Note; (76) impair the right of any Holder to receive payment of principal of and premium, if any, Liquidated Damages and interest on such Holder’s 's Series B Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Series B Notes;. (7) modify the Subsidiary Guaranties (except as contemplated by the terms thereof or of this Indenture) in any manner adverse to the Holders; or (8) make any change to in Section 6.04, Section 6.07 or the amendment provisions which require each Holder’s consent or to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the provisions third sentence of this IndentureSection. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company Note Issuers shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes and the Escrow Agreement without notice to any Noteholder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of each Noteholder affectedaffected thereby, an amendment may not: (1a) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Noteswaiver; (2b) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4c) reduce the principal of, of or extend the Stated Maturity of, of any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6d) make any Note payable in money other than that stated in the NoteU.S. dollars; (7e) impair make any change in Section 6.04 or 6.07 or the right second sentence of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notesthis Section; (8) make f) subordinate the Notes to any change to other obligation of the amendment provisions which require each Holder’s consent or to the waiver provisionsCompany; or (9g) release reduce the Guarantor amount payable upon the redemption or modify repurchase of any Note under Article 3 or Section 4.07 or 4.12, change the Guarantee other than time at which any Note may be redeemed in accordance with Article 3, or, at any time after a Change of Control or Asset Sale has occurred, change the provisions time at which any Change of this IndentureControl Offer or Prepayment Offer must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer or Prepayment Offer. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall promptly mail to Noteholders (with a copy to the Trustee) a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes of a series without notice to any Noteholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, outstanding of such series (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). However, without the consent of each Noteholder affected, an amendment may not: (1) reduce change the percentage in Stated Maturity of the principal amount of, or installment of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesinterest on, any Note; (2) reduce the percentage in principal amount of, or the rate of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofinterest on, any Notes; (3) reduce any premium, if any, payable on the stated rate redemption or required repurchase of any Note or extend change the stated time for payment of interest date on which any NoteNote may or must be redeemed, repaid or required to be repurchased; (4) reduce change the coin or currency in which the principal of, of or extend the Stated Maturity of, interest on any NoteNote is payable; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect after the Stated Maturity of any Note; (6) reduce the percentage in principal amount of the outstanding Notes, the consent of whose Holders is required in order to such Holder’s take certain actions; (7) reduce the percentage of Holders whose consent is needed to modify or amend this Indenture or the Notes; (8) make after the time an offer to repurchase the Notes in the Change of Control Repurchase Event is required to have been made, waive such requirement or reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder; (9) modify any change of the provisions of this Indenture regarding the waiver of past defaults and the waiver of certain covenants by Holders except to the amendment provisions which require each Holder’s consent increase any percentage vote required or to provide that certain other provisions of the waiver provisionsIndenture cannot be modified or waived without the consent of the holder of each Note affected thereby; or (910) release modify any of the Guarantor or modify the Guarantee other than in accordance with the above provisions of this IndentureSection 9.2. It shall not be necessary for the consent of the Holders under this Section 9.02 9.2 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 9.2 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.029.2.

With Consent of Holders. The Subject to Section 5.07, the Company, the Guarantor and the Trustee when authorized by a resolution of its Board of Directors, may amend or supplement this Indenture or the Notes without notice to any Noteholder but Securities with the written consent of the Holders of at least a majority in principal amount of the Notes Securities then outstanding, including, without limitation, consents obtained and the Holders of a majority in connection principal amount of the Securities may waive compliance by the Company with a purchase of, any provision of this Indenture or tender offer or exchange offer for, Notesthe Securities. However, without the consent of each Noteholder Securityholder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 5.04, may not: (1) reduce the percentage in principal amount of outstanding Notes Securities whose Holders must consent to an amendment of this Indenture amendment, supplement or the Noteswaiver; (2) reduce the percentage in rate of or change or extend the time for payment of principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofor interest on any Security; (3) reduce the stated rate principal of or extend change the stated time for payment fixed maturity of interest on any NoteSecurity; (4) reduce waive a default in the payment of the principal of, of or extend the Stated Maturity of, interest on any NoteSecurity; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note Security payable in money other than that stated in the NoteSecurity; (6) make any change in the subordination of the Securities in a manner that is adverse to the Holders; or (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to in this Section, Section 5.04 or Section 5.07. Notwithstanding the amendment provisions which require each Holder’s consent or to above and Section 5.07, the waiver provisions; or (9) release Holders of a majority in principal amount of the Guarantor or modify Securities then outstanding may waive compliance by the Guarantee other than in accordance Company with the provisions Sections 3.10 and 3.11 of this Indenture. It shall not be necessary for the consent of the Holders under this Section 9.02 8.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. Any amendment, waiver or consent shall be deemed effective upon receipt by the Trustee of the necessary consents and shall not require execution of any supplemental indenture to be effective. After an amendment or waiver under this Section 9.02 8.02 becomes effective, the Company shall mail to Noteholders the Holders of each Security affected thereby, with a copy to the Trustee, a notice briefly describing the amendment or waiver. Any failure of the Company to mail such amendment. The failure to give such notice to all Noteholdersnotice, or any defect therein, shall not not, however, in any way impair or affect the validity of an amendment under any such amendment, waiver, consent or supplemental indenture. Except as otherwise provided in this Section 9.028.02, the Holders of a majority in aggregate principal amount of the Securities then outstanding may waive compliance in a particular instance by the Company with any provisions of this Indenture or the Securities.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may modify or amend this Indenture or the Notes Securities without notice to any Noteholder Holder but with the written consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes Securities then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesfor the Securities). However, without the consent of each Noteholder affectedHolder affected thereby, an a modification or amendment may not: (1a) change the Stated Maturity of the principal of, or any installment of interest (including Special Interest) on, any Security, or reduce the principal amount thereof or the rate of interest (including Special Interest, if any) thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Security or any premium or the interest (including Special Interest) thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date); (b) reduce the amount of, or change the coin or currency of, or impair the right to institute suit for the enforcement of, the Change of Control Purchase Price; (c) reduce the percentage in principal amount of the outstanding Notes Securities, the consent of whose Holders must is required for any such supplemental indenture, or the consent to an amendment of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or the Notes; (2certain defaults hereunder and their consequences) reduce the percentage provided for in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise; (6) make any Note payable in money other than that stated in the Note; (7) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisionsthis Indenture; or (9d) release the Guarantor or modify the Guarantee other than in accordance with any of the provisions of this IndentureSection or Sections 6.04, 6.07 and 4.13, except to increase the percentage of outstanding Securities the consent of whose Holders is required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. After an amendment under this Section 9.02 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02Section.

With Consent of Holders. The CompanyIssuer, the Guarantor and the Trustee may amend or supplement this Indenture or the Notes without notice to any Noteholder Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and any existing default or compliance with any provisions may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes. However, without the consent of each Noteholder affectedHolder of an outstanding Note, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesamendment; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce the stated rate of or extend the stated time for payment of interest on any Note; (43) reduce the principal of, of or extend the Stated Maturity of, of any Note; (54) reduce the premium payable upon the redemption of any Note as described above under or change the time or times at which any Note may or shall be redeemed in accordance with Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwise3; (65) make any Note payable in money other than that stated in the Note; (76) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s any Notes; (7) release any security that may have been granted in respect of the Notes; (8) make any change to the amendment provisions which require each Holder’s consent or to described under Article 10 that adversely affects the waiver rights of any Holder of Notes under such provisions; or (9) release the Guarantor or modify the Guarantee other than in accordance with the any provisions of this Indenturethe Dollar Escrow Agreement. It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under this Section 9.02 may not make any change that adversely affects the rights under Article 10 of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent that would be binding on all the holders of such Senior Debt) consent to such change. 57 After an amendment under this Section 9.02 becomes effective, the Company Issuer shall mail to Noteholders Holders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.