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 CompanyThis Section 9.02 shall apply to the Notes in lieu of Sections 9.2 and 9.3 of the Base Indenture, which shall be deemed to be replaced in its entirety by this Section 9.02 for purposes of the Notes. (A) Except as provided in Sections 6.2 and 6.8 of the Base Indenture or in Section 6.02 or 9.02(B) hereof, the Guarantor and the Trustee Indenture may amend this Indenture or the Notes without notice to any Noteholder but be amended with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may also 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. However, without . (B) Without the consent of each Noteholder affectedHolder of an outstanding Note affected thereby, an amendment of or waiver to the Indenture may not: (1i) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or to the NotesIndenture; (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 or change the time at which any Note may be redeemed as described above under set forth in Article 5 hereof or any similar provision, whether through an amendment to or waiver III of the Base Indenture and Article 5 III hereof, a definition or otherwise;. (6v) make any Note payable in money other than that stated in the NoteNotes; (7vi) 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) vii) make any change to the amendment provisions which require any provision in this Article IX that requires each Holder’s consent or to the waiver provisionsprovisions of the Indenture; (viii) make any change in the ranking or priority of any Note or Guaranty that would adversely affect the Noteholders; or (9ix) voluntarily release the a Subsidiary 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 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 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 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 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 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(a) Subject to clause (b) of this Section 8.02, the Guarantor and the Trustee may amend 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 aggregate 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 forfor Notes) of the Holders of a majority in aggregate principal amount of the Notes then outstanding; provided however, that if any such amendment or waiver, by its terms, directly and disproportionately affects one series of Notes then outstanding, such amendment or waiver shall require the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of the majority in principal amount of such series of Notes then outstanding, and if any such amendment or waiver only affects one series of Notes, the Holders of the other series of Notes shall not be required to consent thereto. HoweverFurthermore, without the consent of each Noteholder Holder affected, an no amendment may notor waiver may: (1) reduce reduce, or change the percentage in maturity of, the principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesany Note; (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 any premium payable upon redemption of the principal ofNotes or change the date on, or extend the Stated Maturity ofcircumstances under, which any NoteNotes are subject to redemption (other than provisions relating to the purchase of Notes described in Sections 4.20, except that if a Change of Control has occurred, no amendment or other modification of the obligation of the Issuer to make a Change of Control Offer relating to such Change of Control shall be made without the consent of each Holder affected); (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 or currency other than that stated in the NoteNotes; (5) modify or change any provision of this Indenture or the related definitions to affect the ranking of the Notes or any Note Guarantee in a manner that adversely affects the Holders; (6) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes; (7) impair waive a default in the right of any Holder to receive payment of principal of and premium, if any, and or premium or interest on any Notes (except a rescission of acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such Holder’s acceleration); (8) impair the rights of Holders to receive payments of principal of or interest on the Notes on or after the due dates date 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 any Guarantor that is a Material Domestic Subsidiary from any of its obligations under its Note Guarantee or this Indenture, except as permitted by this Indenture, or amend the Guarantor definition of Material Domestic Subsidiary in a manner adverse to Holders; or (10) make any change in this Section 8.02. (b) In addition, without the consent of at least 75% in aggregate principal amount of Notes then outstanding (or the Notes of the relevant series of Notes, as applicable), no amendment, supplement or waiver may modify the Guarantee other than in accordance with any Security Document or the provisions of this Indenture dealing with the Security Documents or application of trust moneys, or otherwise release any Collateral, in each case in any manner that materially and adversely affects the rights of the Holders to equally and ratably share in the Liens provided for in the Security Documents in a manner that is materially disproportionate to the effect of such amendment, supplement or waiver on the holders of the other obligations secured by the Security Documents. After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing the amendment, supplement or waiver. Upon the 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 Section 8.06, the Trustee shall join with the 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 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 Except as provided below in this Section 9.02, the Company, the each Subsidiary Guarantor and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent (including consents obtained in connection with a tender offer or exchange offer for Notes or a solicitation of consents in respect of Notes, provided that in each case such offer or solicitation is made to all Holders of then outstanding Notes on equal terms) 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, outstanding Notes. HoweverUpon the request of the Company and each Subsidiary Guarantor, without accompanied by a Board Resolution of the Company and each Subsidiary Guarantor authorizing the execution of any such supplemental indenture, 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 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 Opinion of Counsel documents described in Section 3.02(f) hereof; (3) reduce 9.06, the stated rate of or extend Trustee may, but shall not be obligated to, join with 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 Company and each Subsidiary Guarantor 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 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 a majority in aggregate principal amount of the then outstanding Notes may waive compliance in a particular instance by the Company or any Subsidiary Guarantor with any provision of this Indenture or the Notes (including waivers obtained in connection with a tender offer or exchange offer for Notes or a solicitation of consents in respect of Notes, provided that in each case such offer or solicitation is made to all Holders of the then outstanding Notes on equal terms). However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 becomes effectivemay not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium or additional interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (5) make any Note payable in money other than U.S. dollars; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; (7) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; (8) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Subsidiary Guarantees; (9) after an Asset Sale or Change of Control has occurred, amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.11 hereof or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.16 hereof, including, in each case, amending, changing or modifying any definition relating thereto; (10) except as otherwise permitted under Sections 5.01 or 4.19(b) hereof, consent to the assignment or transfer by the Company or any Subsidiary Guarantor of any of their rights or obligations under this Indenture; and (11) make any change in the preceding amendment and waiver provisions. 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 Notes 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 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 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 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 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 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 (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. (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 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 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 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 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. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes Securities 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, NotesSecurities. However, without the consent of each Noteholder Holder affected, an amendment may not: (1a) reduce the percentage in principal amount of outstanding Notes Securities whose Holders must consent to an amendment of this Indenture or the Notesamendment; (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 NoteSecurity; (4c) reduce the principal of, of or extend the Stated Maturity of, of any Note;Security (5d) reduce the premium payable upon the redemption or repurchase of any Note as described above under Article 5 hereof Security or change the time at which any similar provision, whether through an amendment to Security may or waiver of Article 5 hereof, a definition shall be redeemed or otherwiserepurchased in accordance with this Indenture; (6e) make any Note Security payable in money other than that stated in the NoteSecurity; (7f) impair modify or affect in any manner adverse to the right Holders, the terms and conditions of any Holder to receive the obligation of the Company for the due and punctual payment of the 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 any change to the amendment provisions which require each Holder’s consent or to the waiver provisionsSecurities; or (9g) release make any change in Section 4.4 or 4.7 or the Guarantor or modify the Guarantee other than in accordance with the provisions second sentence of this IndentureSection 7.2. 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 7.2 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 7.2 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 9.027.2.

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 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 Except as provided below in this Section 9.02, 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 (including consents obtained in connection with a tender offer or exchange offer for Notes or a solicitation of consents in respect of Notes, provided that in each case such offer or solicitation is made to all Holders of then outstanding Notes on equal terms) 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, outstanding Notes. HoweverUpon the request of the Company and the Subsidiary Guarantors, without accompanied by a Board Resolution of the Company and each Subsidiary Guarantor authorizing the execution of any such supplemental indenture, 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 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 Opinion of Counsel documents described in Section 3.02(f) hereof; (3) reduce 9.06, the stated rate of or extend Trustee may, but shall not be obligated to, join with the stated time for payment of interest on any Note; (4) reduce Company and 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 Subsidiary Guarantors 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 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 a majority in aggregate principal amount of the then outstanding Notes may waive compliance in a particular instance by the Company or the Subsidiary Guarantors with any provision of this Indenture or the Notes (including waivers obtained in connection with a tender offer or exchange offer for Notes or a solicitation of consents in respect of Notes, provided that in each case such offer or solicitation is made to all Holders of the then outstanding Notes on equal terms). However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 becomes effectivemay not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes; (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or waive a Default or Event of Default in the payment of the Settlement Fees and Expenses; (5) make any Note payable in money other than U.S. dollars; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, premium, if any, or interest on the Notes; (7) release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; (8) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Subsidiary Guarantees; (9) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.11 hereof or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.16 hereof, including, in each case, amending, changing or modifying any definition relating thereto; (10) except as otherwise permitted under Sections 5.01 or 4.19(c) hereof, consent to the assignment or transfer by the Company or any Subsidiary Guarantor of any of their rights or obligations under this Indenture; (11) amend or modify any of the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in any manner adverse to the Holders or any Note Guarantee; or (12) make any change in the preceding amendment and waiver provisions. 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 Notes 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 Subject to Section 6.07 of this Indenture, the Company, the Guarantor when authorized by a Board Resolution, 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 or the Notes then outstanding, including, without limitation, consents obtained in connection and may waive compliance by the Company with a purchase of, any provision of this Indenture or tender offer or exchange offer for, the Notes. HoweverNotwithstanding the foregoing, no amendment, supplement or waiver, including a waiver pursuant to Section 6.04 of this Indenture, shall, 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 amendment, supplement or waiver of any provision of this Indenture or the Notes; (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 default interest, on any Notes; (3) reduce the stated rate principal of, or the premium on, or change or have the effect of changing the fixed maturity of any Notes, or extend alter the stated time for payment provisions with respect to the redemption of interest on any Notethe Notes, or alter the provisions with respect to repurchases or redemptions of the Notes with Net Cash Proceeds from Asset Sales or upon a Change of Control; (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; (5) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any Note (other than a Default in the payment of an amount due as a result of an acceleration, where such acceleration is rescinded pursuant hereto); (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or interest on the Notes; (7) impair the right of any Holder to receive waive a redemption 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 provisionsNote; or (9) release the Guarantor 8) modify or modify the Guarantee other than in accordance with the provisions change any provision of this IndentureIndenture affecting the ranking of the Notes in a manner which adversely affects 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, 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 supplemental indenture.

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 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 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. 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 be redeemed or required to be repurchased; (4) reduce change the coin or currency in which the principal of, premium, if any, 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 of a series, the consent of whose Holders is required in order to take certain actions; (7) reduce the percentage of Holders of Notes of a series whose consent is needed to modify or amend this Indenture or such Holder’s Notes; (8) make after the time an offer to repurchase the Notes of a series 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 of Notes of a series 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 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 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 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 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. (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(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 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 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 affected, 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 Notesamendment; (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) 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; (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) 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 (9g) release make any change in any Guarantee that would adversely affect the Guarantor or modify the Guarantee other than in accordance with the provisions of this IndentureNoteholders. 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. 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. (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 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) 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 CompanySubject to Section 9.2 of the Original Indenture and to the second sentence of this Section 9.02, 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 aggregate principal amount of the Notes then at the time outstanding, includingthe Company, without limitation, consents obtained in connection with a purchase of, the Trustee and the Paying Agent may amend or tender offer supplement the Indenture or exchange offer for, the Notes. However, without the consent of each Noteholder Holder affected, an amendment to the Indenture or the Notes may not: (1a) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment amendment, supplement or waiver; (b) reduce the interest rate of this Indenture the Notes or change the time for payment of interest (including any Additional Interest) thereon; (c) reduce the principal amount of or change the Maturity Date of any Note; (d) reduce the Fundamental Change Repurchase Price of any Note or change the time at which the Notes may or must be redeemed or repurchased; (e) reduce the Redemption Price or make any other change to the provisions set forth under Article 10 that is adverse to Holders in any way; (f) make any payments on the Notes payable in currency other than as stated in 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; (7g) impair the right of any Holder to receive payment of principal of and premium, if any, and interest on such a 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) h) make any change in the percentage of principal amount of Notes necessary to waive compliance with the amendment provisions which require each Holder’s consent of Section 7.06 or to this Section 9.02; (i) waive a continuing default or Event of Default regarding any payment on the waiver provisionsNotes; or (9j) release make any change that adversely affects a Holder’s rights under Sections 3.02 to 3.04, under Article 4 or under Paragraph 5 or 6 of the Guarantor or modify the Guarantee other than in accordance with 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 each Holder a notice briefly describing such the 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 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, 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 may not: (1) reduce extend the percentage in stated maturity of the principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the Notesany Note; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment the principal or premium, if any, of provisions of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofany Note; (3) reduce the stated rate of or extend the stated time for of payment of interest on any Note; (4) reduce or alter the principal of, method of computation of any amount payable on or extend the Stated Maturity of, at redemption or repayment of any Note; (5) reduce change the premium payable upon the coin of currency in which principal, premium, if any, interest and 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 otherwiserepurchase price are payable; (6) make any Note payable change the terms applicable to redemption or repurchase in money other than that stated in a manner adverse to the NoteHolder; (7) impair make any change that adversely affects the right to convert the Notes, or decrease the Conversion Rate with respect to the Notes; (8) impair of any Holder to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on or after affect the due dates therefor or right to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (8) make repayment of any change to the amendment provisions which require each Holder’s consent or to the waiver provisionsNote; or (9) release reduce the Guarantor percentage stated above of the Holders of Notes who must consent to a modification to the Indenture or modify the Guarantee other than in accordance with the provisions of this IndentureNotes. 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. (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 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; Table of Contents (vii) make any change in Section 7.04 or 7.07 or the second sentence of this Section 11.02(a); (8) viii) make any change to in the amendment provisions which require each Holder’s consent 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. (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 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. 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. 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 CompanyIssuers, the Guarantor Note Guarantors and the Trustee may amend or supplement this Indenture Indenture, a Note Guarantee 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, outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any past default or compliance with any provision of this Indenture, a Note Guarantee or the Notes may be waived with the written 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). However, without the consent of each Noteholder Holder affected, an amendment amendment, supplement or waiver may not:not (with respect to any Notes held by a non-consenting Holder): (1) reduce the percentage in principal amount of Notes 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 on any Note;reduce the stated rate of or extend the stated time for payment of interest on interest (3) reduce the principal of or extend the Stated Maturity of any Note; (4) reduce the principal of, or extend the Stated Maturity of, any Note; (5) reduce the premium payable upon the redemption or repurchase of any (5) Note or change the time at which any Note may or shall be redeemed or repurchased as described above under Section 3.8 or Article 5 hereof or any similar provisionV, whether through an amendment to or waiver of Section 3.8 or Article 5 hereofV, a definition related definitions 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 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) 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 Note Guarantees in accordance with any manner materially adverse to 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. 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 or supplement under this Section 9.02 9.2 becomes effective, the Company shall mail to Noteholders Holders a notice briefly describing such amendmentamendment or supplement. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section 9.029.2.

With Consent of Holders. The Company, when authorized by a resolution of the Guarantor Board of Directors, and the Trustee Trustee, together, 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 then outstanding Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding, including, without limitation, consents obtained in connection with a purchase ofoutstanding may, or tender offer or exchange offer for, Notes. However, without the Trustee with the written consent of each Noteholder affected, an amendment may not: (1) reduce the percentage Holders of a majority in aggregate principal amount of the then outstanding Notes whose Holders must consent to an amendment may, waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes; (2) reduce . This paragraph of this Section 9.2 is subject to Sections 6.4 and 6.7. 41 49 Upon the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions written request of the Master Trust Transaction Documents pursuant to Section 3.02(f) hereof; (3) reduce Company, accompanied by a resolution of the stated rate Board of or extend Directors authorizing the stated time for payment execution of interest on any Note; (4) reduce the principal ofsuch supplemental Indenture, or extend the Stated Maturity of, any Note; (5) reduce the premium payable and upon the redemption filing with the Trustee of any Note evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described above under Article 5 hereof or any similar provision, whether through an amendment to or waiver of Article 5 in Section 9.6 hereof, a definition the Trustee shall join with the Company in the execution of such supplemental Indenture but the Trustee shall not be obligated to enter into such supplemental Indenture which affects its own rights, duties or immunities under this Indenture 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 9.2 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 each Holder of the Notes 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 any such supplemental Indenture. Notwithstanding the first paragraph of this Section 9.2, without the consent of each Holder affected, an amendment or waiver under this Section 9.02.may not: (1) reduce the percentage of aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the percentage of aggregate principal amount of outstanding Notes whose Holders must consent to a modification or amendment of this Indenture or for waiver of Events of Default or Defaults provided for in this Indenture; (3) reduce the principal amount of (or the premium, if any, of) or interest on any Note or change the Stated Maturity of the principal of, or any installment of interest on, Notes; (4) reduce the Redemption Price, including premium, if any, payable upon redemption or repurchase of any Note or change the time at which any Note may or shall be redeemed or repurchased; (5) reduce the rate or change the time, place or currency of payment of principal of, premium, if any, or interest (including defaulted interest) on, any Note; (6) impair the right to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on, any Note; (7) waive a continuing past Default or Event of Default in the payment of principal of, premium, if any, or interest on, the Notes; (8) modify any of the provisions of this Indenture relating to the subordination of the Notes in a manner adverse to Holders of the Notes;

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 Company, the Guarantor Company and the Trustee may amend this Indenture or and the Notes other Indenture Documents, including the Subsidiary Guarantees and 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, Outstanding Notes. 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; (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 (9vi) release make any change in Section 6.6 or Section 6.7 or the Guarantor or modify the Guarantee other than in accordance with the provisions second sentence of this Indenture. Section. (b) Subject to Section 4.10, without the consent of Holders of at least a majority in principal amount of the Notes then Outstanding, no amendment may release any Subsidiary Guarantor from its obligation under its Subsidiary Guarantee or change any Subsidiary Guarantee in any manner that adversely affects the rights of any Holder of Notes under such Subsidiary Guarantee in any material respect. (c) 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. . (d) After an amendment under this Section 9.02 Article IX 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 9.02Article IX.

With Consent of Holders. The CompanyNote Issuers, the Guarantor Subsidiaries 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. The Holders of at least a majority in principal amount of the 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 Notes. However, without the consent of each Noteholder affectedHolder of an outstanding Note, an amendment or waiver may not:: 76 69 (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 or Liquidated Damages on any such Note; (3) reduce the stated rate principal of or extend the stated time for payment Stated Maturity of interest on any such 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 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 such 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 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) 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 and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but Company with the written consent of the Holders of Majority Holders, may amend this Agreement or the Notes, provided that each Holder shall have received at least a majority in principal amount five Business Days prior written notice of such proposed amendment. The Majority Holders may waive compliance by the Notes then outstandingCompany with any provision of this Agreement or the Notes, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesprovided that each Holder shall have received at least five Business Days prior written notice of such 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) 5.8 or 5.11 hereof or reduce the premium payable pursuant to Section 7.3 hereof; (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 or premium, if any, or interest on the Notes or that resulted from a failure to comply with Section 5.8 hereof (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 a redemption payment with respect to any Note; (5h) 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 subordination provisions which require each of this Agreement that adversely affect any Holder without such Holder’s consent or to the waiver provisions's consent; 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, provided that the actual amendment or waiver is substantially identical to the substantive provisions that were approved. 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 or waiver. 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. The Subject to Section 608, the Company, the Trustee and (if applicable) each Note 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 Note Guarantor with any provision of this Indenture, the Notes or any Note 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, 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) vii) make any change to in Article 14 or Article 15 that adversely affects the amendment provisions which require each Holder’s consent or to the waiver provisionsrights of any Holder in any material respect; or (9viii) release make any change in the Guarantor amendment or modify waiver provisions described in this paragraph. Notwithstanding Section 901 and the Guarantee other than in accordance with the foregoing provisions of this IndentureSection 902, no amendment to Article 14 or Article 15 of this Indenture or the definitions relating thereto that adversely affects the rights of any Holder of Senior Indebtedness at the time outstanding (which Senior Indebtedness has been previously designated in writing by the Company to the Trustee for this purpose) may be made unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent in writing to such amendment. 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 Company, This Indenture (including the Guarantor terms and conditions of the Trustee Notes) may amend this Indenture not be modified or the Notes amended without notice to any Noteholder but with the written consent or the affirmative vote 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 Holder of each Noteholder affected, an amendment may notNote affected by such change to: (1a) reduce change the percentage in principal amount Maturity Date of outstanding Notes whose Holders must consent to an amendment of this Indenture or the any Notes; (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 NoteNotes; (4c) reduce the principal of, or extend the Stated Maturity of, amount of any NoteNotes; (5d) reduce the premium any amount payable upon the redemption repurchase 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, Notes upon a definition or otherwiseFundamental Change; (6) make any Note payable in money other than that stated in the Note; (7e) impair the right of any a Holder to receive payment of principal of and premium, if any, and interest on such Holder’s with respect to any Notes on or after the due dates therefor or to institute suit for the enforcement payment of any payment on or with respect to such Holder’s Notes; (8) make f) change the currency in which any Note is payable; (g) change the Company’s obligation to repurchase any Notes upon a Fundamental Change in a manner adverse to the amendment provisions which require each Holder’s consent Holders; (h) affect the right of a Holder to convert any Notes into cash, shares of Common Stock or a combination of cash and shares of Common Stock, as the case may be, or reduce the number of shares of Common Stock or amount of property, including cash, receivable upon conversion pursuant to the waiver provisionsterms of this Indenture; or (9i) release reduce the Guarantor percentage of the Notes required for consent to any modification or modify the Guarantee other than in accordance with the provisions waiver of this Indenture. It shall not Except as otherwise provided in this Section 9.02, this Indenture (including the terms and conditions of the Notes) and the Notes may be necessary for modified or amended, with the consent or affirmative vote of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer). The consent of the Holders is not necessary under this Section 9.02 Indenture to approve the particular form of any proposed modification or amendment, but it shall be . Any consent under this Section 9.02 is sufficient if such consent approves the substance thereofof the proposed modification or amendment. After an a modification or amendment under this Section 9.02 becomes effective, the Company shall mail provide to Noteholders Holders a notice briefly describing such modification or amendment. The However, the failure to give such notice to all NoteholdersHolders, or any defect thereinin the notice, shall not impair or affect the validity of an the modification or 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 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 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, 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. The Company, 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 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 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, amount at maturity or Accreted Value of or extend the Stated Maturity ofof any Note, or amend or modify the calculation of Accreted Value so as to reduce the Accreted Value 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 Holder’s Noteholder'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 Noteholder's Notes; (7) impair the Company's obligation to make an offer to purchase Notes pursuant to Section 4.04 or 4.10 except as permitted under Section 4.04(g) or 4.10(d), respectively. (8) make any change to in the amendment provisions which require each Holder’s consent last sentence of Section 4.04(g), Section 4.10(d), Section 6.04, 6.07 or to the waiver provisionssecond sentence of this Section; (9) make any change in the ranking or priority of any Note that would adversely affect the Noteholders; or (910) release make any change in any Guaranty that would adversely affect the Guarantor or modify the Guarantee other than in accordance with the provisions of this IndentureNoteholders. 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 or 12 of any holder of Senior Indebtedness of the Company or of a 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 or as otherwise permitted by the notes, debentures, bonds or other similar instruments evidencing such Senior Indebtedness. 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. Pursuant to Section 13.06, in certain circumstances a Note may be disregarded and deemed not to be outstanding for purposes of this Section.

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 aggregate 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 affectedHolder affected thereby, an amendment may not: (1) reduce change the percentage in Stated Maturity of any principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture or the originally scheduled Interest Payment Date on the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of or the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofinterest rate for the Notes; (3) reduce change the stated rate currency of or extend any payment on the stated time for payment of interest on any NoteNotes; (4) reduce change the principal of, or extend place of any payment on the Stated Maturity of, any NoteNotes; (5) impair the Holder’s right to sue for payment of any amount due on its Notes; (6) change the obligation and price for repurchase following the occurrence of a Change of Control Downgrade Event or any Asset Sale Offer with respect to any Asset Sale that has been consummated; (7) change the obligation to pay Additional Amounts; (8) reduce the premium amount payable upon the redemption of any Note as described above under Article section 5 hereof on the reverse side of the Note or change the time at which any similar provision, whether through an amendment to or waiver of Article 5 hereof, a definition or otherwiseNote may be redeemed; (69) make any Note payable a modification of the grant of security interests in money the collateral for the benefit of the Secured Parties in a manner that would adversely impact the Secured Parties or release all or substantially all of the interest in the collateral securing the Notes, in each case other than that stated in pursuant to the Noteterms of this Indenture, the Security Documents and the documents contemplated therein; (710) impair a change in the right provisions of this Indenture or the Security Documents dealing with the application of proceeds of collateral securing the Notes that would adversely affect the Holders in 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 Notesmaterial respect; (8) make 11) a reduction in the principal amount of notes whose holders must consent to any amendment or waiver; or (12) a change to in the amendment or waiver provisions which require each Holderholder’s consent or to the waiver provisions; orconsent. (9b) 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 9.2 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. In executing any amendment or supplement pursuant to this Section 9.2, the Trustee will be entitled to rely on such evidence as it deems appropriate, including an Opinion of Counsel and an Officer’s Certificate, and the Trustee shall have no liability whatsoever in reliance upon the foregoing. (c) After an amendment amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Company shall mail give to Noteholders Holders a notice briefly describing such amendment, supplement or waiver. The failure to give such notice to all NoteholdersHolders, or any defect therein, shall not impair or affect the validity of an amendment amendment, supplement or waiver under this Section 9.029.2. (d) Notwithstanding anything to the contrary herein, to the extent that the Trustee is within the Unanimous Voting Parties (as such term is defined in the Intercreditor Agreement) in the event of any amendment, consent, waiver or modification which requires an Intercreditor Vote, if the majority of the Holders do not cast their votes in opposition of such Intercreditor Action by the later of (i) the end of the Decision Period (as defined in the Intercreditor Agreement) specified by the Intercreditor Agent and (ii) the 20th Business Day following the commencement of such Decision Period, then it shall be deemed that the Trustee (including, for the avoidance of doubt, of all of the Holders’ represented by it) vote is in favor of such Intercreditor Action.

With Consent of Holders. The Company, the Guarantor and the Trustee Company may amend or supplement this Indenture Agreement 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, . The Holders of at least a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance 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 Noteholder. However, notwithstanding the foregoing but subject to Section 9.3, without the written consent of each Noteholder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 8.4, may not: (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; (3) reduce change the stated rate maturity of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity ofinterest on, any Note; (5b) reduce the premium payable upon the redemption of any Note as described above under Article 5 hereof principal amount of, or any similar provisionpremium or interest on, 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) reduce the amount of principal payable upon acceleration of the maturity of any Note; (d) change the place or currency of payment of principal of, or any premium or interest on, any Note; (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 on, or with respect to such Holder’s Notesto, any Note; (8) make any change f) modify the provisions with respect to the amendment provisions which require each Holder’s purchase right of Holders pursuant to Article 3 upon a Fundamental Change in a manner adverse to Holders; (g) adversely affect the right of Holders to convert Notes other than as provided in or under Article 4 of this Agreement; (h) reduce the percentage of the aggregate principal amount of the outstanding Notes whose Holders must consent to a modification or to amendment; (i) reduce the percentage of the aggregate principal amount of the outstanding Notes necessary for the waiver provisionsof compliance with certain provisions of this Agreement or the waiver of certain defaults under this Agreement; or (9j) release the Guarantor or modify the Guarantee other than in accordance with any of the provisions of this IndentureSection or Section 8.4, except to increase any such percentage or to provide that certain provisions of this Agreement 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 9.2 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 9.2 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. To the extent that the Company or any of the Subsidiaries hold any Notes, such Notes shall be disregarded for purposes of voting in connection with any notice, waiver, consent or direction requiring the vote or concurrence of Noteholders.

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 Company, the Guarantor Guarantors and the Trustee may amend or supplement this Indenture Indenture, a Note Guarantee 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, outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Any past default or compliance with any provision of this Indenture, a Note Guarantee or the Notes may be waived with the written 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). However, without the consent of each Noteholder Holder affected, an amendment amendment, supplement or waiver may not:not (with respect to any Notes held by a non-consenting Holder): (1) reduce the percentage in principal amount of Notes 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 or additional 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 or shall be redeemed as described above under Section 3.8 or Article 5 hereof V or any similar provision, whether through an amendment to or waiver of Section 3.8 or Article 5 hereofV, a definition related 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 '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) 7) 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 8) 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 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. 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 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 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 Subject to Section 608, the Company, the Trustee and (if applicable) any 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. (a) The CompanyIssuer, the Guarantor Trustee and the Trustee other parties thereto, as applicable, may amend this Indenture amend, supplement or otherwise modify the Notes without notice to any Noteholder but Note Documents 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, the Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However, without the consent of each Noteholder affectedHolders holding not less than 100% of the then outstanding aggregate principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder: (1) reduce change the percentage in Stated Maturity of the principal amount of outstanding Notes whose Holders must consent to an amendment of this Indenture of, or interest on, the Notes; (2) reduce the percentage in principal amount of outstanding Notes whose Holders must consent to an amendment of provisions of of, or premium, if any, or interest on, or any other amounts due on the Master Trust Transaction Documents pursuant to Section 3.02(f) hereofNotes; (3) reduce the stated rate amount of or extend principal payable upon acceleration of maturity of the stated time for payment of interest on any NoteNotes; (4) reduce make any change that adversely affects the principal ofrights of Holders to receive payment on, to convert, to exchange or extend to require the Stated Maturity ofIssuer to purchase, any Noteas applicable, the Notes; (5) reduce change the premium payable upon place or currency of payment on 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 impair the NoteHolders’ right to sue for payment on the Notes; (7) impair reduce the right percentage of any Holder Holders of outstanding Notes whose consent is needed to receive payment of principal of and premium, if any, and interest on such Holder’s Notes on modify or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notesamend this Indenture; (8) make any change reduce the percentage of Holders of outstanding Notes whose consent is needed to the amendment waive compliance with certain provisions which require each Holder’s consent of this Indenture or to the waiver provisionswaive certain Defaults of this Indenture; or (9) release the Guarantor or modify the Guarantee any other than in accordance with aspect of the provisions of this Indenture. Indenture dealing with modification and waiver of past Defaults, changes to the quorum or voting requirements or the waiver of certain covenants relating to the Notes. (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 amendmentamendment of the Note Documents, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment or waiver under this Indenture by any Holder of Notes 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 becomes effective, in case of Holders of Definitive Notes, the Company Issuer shall mail send to Noteholders the 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. The Notes issued on the Issue Date, and any Additional Notes, will be treated as a single class for all purposes under this Indenture, including with respect to waivers and amendments, except as the relevant amendment, waiver, consent, modification or similar action affects the rights of the Holders of the Notes dissimilarly. For the purposes of calculating the aggregate principal amount of Notes that have consented to or voted in favor of any amendment, waiver, consent, modifications or other similar action, the Issuer (acting reasonably and in good faith) shall be entitled to select a record date as of which the principal amount of any Notes shall be calculated in such consent or voting process.

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 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 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 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, 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 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 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 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) 7) make any change to changes 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) release the Guarantor or modify the Guarantee 8) other than in accordance with the provisions of this Indenture, make any change in or release any Subsidiary 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 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 this Indenture or the Notes Securities 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 Securities then outstanding, including, without limitation, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesfor Securities). However, without the consent of each Noteholder Holder 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 the Principal of, or installment of this Indenture or the Notesinterest on, any Security; (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; (4ii) reduce the principal amount of, or extend premium, if any, or the rate of interest on, or any other amounts due on any Securities (including amounts due upon optional redemption or otherwise); (iii) reduce the principal amount of any Security that would be due and payable upon a declaration of acceleration of the Stated Maturity of, any Notethereof; (5iv) reduce change the premium payable upon place of payment or the redemption coin or currency in which the Principal of or interest on 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 otherwiseSecurity is payable; (6) make any Note payable in money other than that stated in the Note; (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 to such Holder’s Notesafter the Stated Maturity of any Security; (8) make vi) reduce the percentage in principal amount of the outstanding Securities, the consent of whose Holders is required in order to modify or amend the Indenture; (vii) 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 Security affected thereby; or (9viii) 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 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 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 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 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, (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 be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding. 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 otherwiseThree; (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 6.04 or 6.07 or the amendment provisions which require each Holder’s consent or to the waiver provisionssecond sentence of this Section; or (97) release the any Guarantor or modify the Subordinated Guarantor from any of its obligations under its Guarantee other or the Subordinated Guarantee, as the case may be, or this Indenture otherwise 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 amendment, but it shall be sufficient if such consent approves the substance thereof. An amendment under Section 9.01 or this Section 9.02 may not make any change that adversely affects the rights of any holder of Subordinated Guarantor Senior Indebtedness then outstanding in Article 5, Section 11.02, Section 11.05, the definition of Guarantor in Section 1.01, any other provision of this Indenture which requires the consent of the holders of such Subordinated Guarantor Senior Indebtedness and any defined term to the extent used in any of the foregoing provisions unless the holders of such Subordinated Guarantor 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 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 9.02Section.

With Consent of Holders. The Company, the Guarantor Company and the Trustee may amend this Indenture or the Notes Securities without notice to any Noteholder Securityholder but with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including, without limitation, Securities (the "Majority Securityholders")(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 Holder of an outstanding Security affected, an amendment may not: (1) reduce the percentage in principal amount of outstanding Notes Securities whose Holders must consent to an amendment of this Indenture or the Notesamendment; (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(finterest (including any liquidated damages) hereofon any Security; (3) reduce the stated rate principal of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, of any NoteSecurity; (54) reduce the premium payable upon the redemption of any Note as described above under Security or change the time at which any Security 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 Security payable in money other than that stated in the NoteSecurity; (76) impair the right of any Holder to receive payment of principal of and premiuminterest and Additional Amounts, if any, and interest on such Holder’s Notes 's Securities on or after the due dates therefor or to institute suit institut▇ ▇▇▇▇ for the enforcement of any payment on or with respect to such Holder’s Notes's Securities; (7) make any change in Section 6.04 ▇▇ ▇.07 or the second sentence of this Section; or (8) make any change in paragraph 2 of the Securities that adversely affects the rights of any Holder of the Securities under such paragraph 2 or amend the terms of the Securities in a way that would result in a loss of an exemption from any of the Taxes or an exemption from any obligation to withhold or deduct Taxes unless the amendment provisions which require each Holder’s consent or Company agrees to the waiver provisions; or (9) release the Guarantor or modify the Guarantee other than pay Additional Amounts, if any, in accordance with the provisions of this Indenturerespect thereof. 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 give to Noteholders Securityholders a notice briefly describing such amendment. The failure to give such notice to all NoteholdersSecurityholders, 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 in this Section 10.02, the Guarantor Company and the Trustee may amend this Indenture or the Notes without notice to any Noteholder but with the written consent (including 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 then outstanding 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, and upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 10.06, the Trustee shall join with the Company in the execution 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 Trustee may in its discretion, 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 10.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. The Holders of a majority in principal amount of the Notes then outstanding, including, without limitation, consents outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes (including waivers obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes). However, without the consent of each Noteholder Holder affected, an amendment or waiver under this Section 10.02 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 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, 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 provisions with respect to optional redemption or mandatory repurchase of the Notes under this Indenture, including without limitation purchases of Notes under Section 3.04; (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 5.03, 7.04 or 7.07 or in this paragraph of this Section 10.02; or (6) waive a continuing Default or Event of Default in the payment of principal of or interest on the Notes or that resulted from a failure to comply with Section 5.03. The right of any Holder to receive payment participate in any consent required or sought pursuant to any provision of principal this Indenture (and the obligation of and premium, if any, and interest on the Company to obtain any such consent otherwise required from such Holder’s Notes on or after ) may be subject to the due dates therefor or to institute suit for requirement that such Holder shall have been the enforcement Holder of record of any payment on or Notes with respect to which such Holder’s Notes; (8) make any change consent is required or sought as of a date identified by the Trustee or the Company in a notice furnished 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 Holders 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 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 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 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 or purchase 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; (7) 8) 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) 9) make any change to the amendment provisions which require each Holder’s consent or to the waiver provisions; or (910) 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 Company, the Guarantor Subsidiary Guarantors and the Trustee may amend 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, outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Securities). Any existing Default or compliance with any provisions of this Indenture or the Securities may be waived with the consent of the Holders of at least a majority in principal amount of the Securities then outstanding, 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 Securities whose Holders must consent to an amendment of this Indenture or the Notesamendment; (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 Security; (3) reduce the stated rate principal of or extend the stated time for payment of interest on any Note; (4) reduce the principal of, or extend the Stated Maturity of, of any NoteSecurity; (54) reduce the premium payable upon the redemption of any Note as described above under Security or change the time at which a Security 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 Securities; (65) make any Note Security payable in money other than that stated in the NoteSecurity; (76) impair the right of any Holder to receive payment of principal of and premium, if anyof, and interest on on, such Holder’s Notes 's Securities 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's Securities; (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 Subsidiary 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 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 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. (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.