Amendments, Waivers, Etc. of Other Documents. (a) Without the consent of a Majority in Interest, the respective parties to the Lease, the Participation Agreement and the Trust (b) Subject to the provisions of subsection (c) of this Section 10.05, the respective parties to the Lease, the Trust Agreement and the Participation Agreement, at any time and from time to time without the consent of the Indenture Trustee or of a Majority in Interest or any holder of an Equipment Note, may: (1) so long as no Indenture Event of Default shall have occurred and be continuing, modify, amend or supplement the Lease, or give any consent, waiver, authorization or approval with respect thereto, except that without the consent of a Majority in Interest, the parties to the Lease shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Lease: Sections 2, 3.1 (if the result thereof would be to shorten the Basic Term to a period shorter than the period ending with the final maturity of the Equipment Notes), 3.2, 3.3, 3.4, 3.5, 3.6 (except insofar as it relates to the address or account information of the Owner Trustee or Indenture Trustee) (other than as such Sections 3.1 through 3.6 may be amended pursuant to Section 3.4 of the Lease as originally executed), 4, 6 (but only to the extent such Section is made operative by Section 15), 7, 8, 9, 10 (except that additional requirements may be imposed on the Lessee's ability to terminate the Lease with respect to a Unit), 11 (except that additional requirements may be imposed on the Lessee's ability to replace a Unit subject to an Event of Loss), 12 (including the Letter Agreement referred to therein) (except that additional insurance requirements may be imposed on the Lessee), 13 (except to the extent such Section relates to Persons other than the Indenture Trustee or the Loan Participant), 14, 15, 16, 17, 18, 19, 20, 21, 22 (if the result thereof would be to provide any renewal or purchase option contained in such Section prior to the final maturity of the Equipment Notes), 24, 25.1, 25.4, 25.6, 25.10, and any definition of terms used in the Lease, to the extent that any modification of such definition would result in a modification of the Lease not permitted as aforesaid in this clause (1) of subsection (b); provided that, in the event an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee shall have all rights of the Owner Trustee as "Lessor" under the Lease to modify, amend or supplement the Lease or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the "Lessor" thereunder; (2) modify, amend or supplement the Trust Agreement, or give any consent, waiver, authorization or approval with respect thereto, except that without the consent of a Majority of Interest, the parties to the Trust Agreement shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to Sections 2.1, 2.2, 3.1, 4.4, 7.1, 7.2, 9.1, 10.1, 10.2, 10.7, 10.11 or any other Section of the Trust Agreement if such action would (3) modify, amend or supplement the Participation Agreement, or give any consent, waiver, authorization or approval with respect thereto, except that without the consent of a Majority of Interest, the parties to the Participation Agreement shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Participation Agreement: Sections 1, 2, 3, 4, 5, 6, 7, 10.2, 10.5, 10.7, 10.9 and 10.13 (a), each provision of the Participation Agreement which specifically refers to the Indenture Trustee or Loan Participants and any definition of terms used in the Participation Agreement, to the extent that any modification of such definition would result in a modification of the Participation Agreement not permitted pursuant to this subsection (b); and (4) modify, amend or supplement any of said agreements in order to cure any ambiguity, to correct or supplement any provision thereof which may be defective or inconsistent with any other provision thereof or any provision of this Indenture, or to make any other provision with respect to matters or questions arising thereunder or under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided any such action shall not adversely affect the interests of the holders of any of the Equipment Notes. (c) No modification, amendment, supplement, consent, waiver, authorization or approval with respect to the Lease or the Participation Agreement, whether effected pursuant to subsection (a) or pursuant to subsection (b) of this Section 10.05, and anything in such subsections or elsewhere in this Indenture to the contrary notwithstanding, shall, without the consent of the holder of each Equipment Note affected thereby: (1) modify, amend or supplement the Lease in such a way as to extend the time of payment of Basic Rent or Stipulated Loss Value and any other amounts payable under, or as provided in, the Lease upon the occurrence of an Event of Loss or Termination Value and any other amounts payable under, or as provided in, the Lease upon termination thereof or reduce the amount of any installment of Basic Rent so that the same is less than the payment of interest and principal on such Equipment Notes, as the case may be, to be made from such installment of Basic Rent or reduce the aggregate amount of Stipulated Loss Value and any other amounts payable under, or as provided in, the Lease upon the occurrence of an Event of Loss so that the same is less than the accrued interest on and principal of the Equipment Notes required to be paid at the time of such payments, or reduce the amount of Termination Value and any other amounts payable under, or as provided in, the Lease upon termination thereof so that the same is less than the accrued interest on and principal of such Equipment Notes required to be paid at the time of such payments; or (2) modify, amend or supplement the Lease in such a way as to, or consent to any assignment of the Lease or give any consent, waiver, authorization or approval which would, release the Lessee from its obligation in respect of payment of Basic Rent or Stipulated Loss Value (d) Anything contained in this Section 10.05 or otherwise in this Indenture to the contrary notwithstanding, whether or not an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee shall not modify, amend or supplement the Lease or any other Operative Agreement with respect to which rights have been assigned to the Indenture Trustee as part of the Indenture Estate, or give any consent, waiver, authorization or approval thereunder, in any manner that would materially adversely affect the interest of the Owner Trustee or the Owner Participant.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Union Tank Car Co)
Amendments, Waivers, Etc. of Other Documents. (a) Without the consent of a Majority in Interest, the respective parties to the Lease, the Participation Agreement Lease and the TrustTrust Agreement may not modify, amend or supplement any of such agreements, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided, however, that the actions specified in subsection (b) of this Section 10.05 may be taken, except as otherwise expressly provided therein, without the consent of the Indenture Trustee or of a Majority in Interest or any holder of an Equipment Note.
(b) Subject to the provisions of subsection (c) of this Section 10.05, the respective parties to the Lease, Lease and the Trust Agreement and the Participation Agreement, at any time and from time to time without the consent of the Indenture Trustee or of a Majority in Interest or any holder of an Equipment Note, may:
(1) so long as no Indenture Event of Default shall have occurred and be continuing, modify, amend or supplement the Lease, or give any consent, waiver, authorization or approval with respect thereto, except that without the consent of a Majority in Interest, the parties to the Lease shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Lease: Sections 2, 3.1 (if the result thereof would be to shorten the Basic Term to a period shorter than the period ending with the final maturity of the Equipment Notes), 3.2, 3.3, 3.4, 3.5, 3.6 (except insofar as it relates to the address or account information of the Owner Trustee or Indenture Trustee) (other than as such Sections 3.1 through 3.6 may be amended pursuant to Section 3.4 of the Lease as originally executed), 4, 5, 6 (but only to the extent such Section is made operative by Section 15), 7, 8, 9, 10 (except that additional requirements may be imposed on the Lessee's ability to terminate the Lease with respect to a Unit), 11 (except that additional requirements may be imposed on the Lessee's ability to replace a Unit subject to an Event of Loss), 12 (including the Letter Agreement referred to therein) (except that additional insurance requirements may be imposed on the Lessee), 13 (except to the extent such Section relates to Persons other than the Indenture Trustee or the Loan Participant)13, 14, 15, 16, 17, 18, 19, 20, 21, 22 (if the result thereof would be to provide any renewal or purchase option contained in such Section prior to the final maturity of the Equipment Notes)22, 24, 25.1, 25.4, 25.6, 25.1025, and any definition of terms used in the Lease, to the extent that any modification of such definition would result in a modification of the Lease not permitted as aforesaid in this clause (1) of subsection (b); provided that, in the event an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee shall have all rights of the Owner Trustee as "Lessor" under the Lease to modify, amend or supplement the Lease or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the "Lessor" thereunder; provided further that, whether or not an Indenture Event of Default shall have occurred and be continuing, the Owner Trustee shall retain the right (A) to exercise all rights of the Owner Trustee under Section 17 (to the extent permitted by Section 5.04) of the Lease; (B) to consent to any amendment, modification, or supplement of, or the granting of any waiver in respect of (w) any provisions of the Lease if the effect thereof is to decrease the amount or defer the payment of any Rent, including any amounts payable under Sections 3, 10, 11, 15 or 22 of the Lease or Section 10.2 of the Participation Agreement, (x) Section 6 of the Lease, (y) Section 12 of the Lease in respect of insurance policies and the proceeds thereof which by the terms of such policies are payable to the Owner Participant or the Owner Trustee and not to the Indenture Trustee, and (z) any other provision of the Lease if such amendment, modification, supplement or waiver would impose any additional affirmative obligations upon the Owner Trustee or the Owner Participant;
(2) modify, amend or supplement the Trust Agreement, or give any consent, waiver, authorization or approval with respect thereto, except that without the consent of a Majority of Interest, the parties to the Trust Agreement shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to Sections 2.1, 2.22.2 (or the definition of Accepted Equipment or Accepted Unit), 3.1, 4.1, 4.4, 7.1, 7.2, 9.1, 10.1, 10.2, 10.7, 10.11 or any other Section of the Trust Agreement if such action would
(3) modify, amend or supplement would materially adversely affect the Participation Agreement, or give any consent, waiver, authorization or approval with respect thereto, except that without the consent of a Majority of Interest, the parties to the Participation Agreement shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding any provisions to or changing in any manner or eliminating any interest of the provisions thereof or of modifying in any manner the rights of the respective parties thereunderLoan Participants, with respect to the following provisions of the Participation Agreement: Sections 1, 2, 3, 4, 5, 6, 7, 10.2, 10.5, 10.7, 10.9 and 10.13 (a), each provision of the Participation Agreement which specifically refers to the Indenture Trustee or Loan Participants and any definition of terms used in the Participation Trust Agreement, to the extent that any modification of such definition would result in a modification of the Participation Trust Agreement not permitted pursuant to this subsection (b); and
(43) modify, amend or supplement any of said agreements in order to cure any ambiguity, to correct or supplement any provision thereof which may be defective or inconsistent with any other provision thereof or any provision of this Indenture, or to make any other provision with respect to matters or questions arising thereunder or under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided any such action shall not adversely affect the interests of the holders of any of the Equipment Notes.
(c) No modification, amendment, supplement, consent, waiver, authorization or approval with respect to the Lease or the Participation AgreementLease, whether effected pursuant to subsection (a) or pursuant to subsection (b) of this Section 10.05, and anything in such subsections or elsewhere in this Indenture to the contrary notwithstanding, shall, without the consent of the holder of each Equipment Note affected thereby:
(1) modify, amend or supplement the Lease in such a way as to extend change the time of payment of Basic Rent, Supplemental Rent or Stipulated Loss Value and any other amounts payable under, or as provided in, the Lease upon the occurrence of an Event of Loss or Termination Value and any other amounts payable under, or as provided in, the Lease upon termination thereof or reduce the amount of any installment of Basic Rent so that the same is less than the payment of interest and principal on such Equipment Notes, as the case may be, to be made from such installment of Basic Rent or reduce the aggregate amount of Stipulated Loss Value and any other amounts payable under, or as provided in, the Lease upon the occurrence of an Event of Loss so that the same is less than the accrued interest on and principal of the Equipment Notes required to be paid at the time of such payments, or reduce the amount of Termination Value and any other amounts payable under, or as provided in, the Lease upon termination thereof so that the same is less than the accrued interest on and principal of such Equipment Notes required to be paid at the time of such payments; or
(2) modify, amend or supplement the Lease in such a way as to, or consent to any assignment of the Lease or give any consent, waiver, authorization or approval which would, release the Lessee from its obligation in respect of payment of Basic Rent, Supplemental Rent or Stipulated Loss Value
(d) Anything contained in this Section 10.05 Value and any other amounts payable under, or otherwise in this Indenture to as provided in, the contrary notwithstanding, whether or not Lease upon the occurrence of an Indenture Event of Default shall have occurred Loss, or Termination Value and be continuingany other amounts payable under, or as provided in, the Indenture Trustee shall not modifyLease upon termination thereof, amend or supplement the Lease or except for any other Operative Agreement with respect such assignment pursuant to which rights have been assigned to the Indenture Trustee as part Section 6.8 of the Indenture EstateParticipation Agreement, or give any consent, waiver, authorization or approval thereunder, and except as provided in any manner that would materially adversely affect the interest of the Owner Trustee or the Owner ParticipantLease.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Union Tank Car Co)
Amendments, Waivers, Etc. of Other Documents. (a) Without the consent of a Majority in Interest, the respective parties to the Lease, the Participation Agreement and the TrustTrust Agreement may not modify, amend or supplement any of such agreements, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided, however, that the actions specified in subsection (b) of this Section 10.05 may be taken, except as otherwise expressly provided therein, without the consent of the Indenture Trustee or of a Majority in Interest or any holder of an Equipment Note.
(b) Subject to the provisions of subsection (c) of this Section 10.05, the respective parties to the Lease, the Trust Agreement and the Participation Agreement, at any time and from time to time without the consent of the Indenture Trustee or of a Majority in Interest or any holder of an Equipment Note, may:
(1) so long as no Indenture Event of Default shall have occurred and be continuing, modify, amend or supplement the Lease, or give any consent, waiver, authorization or approval with respect thereto, except that without the consent of a Majority in Interest, the parties to the Lease shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Lease: Sections 2, 3.1 (if the result thereof would be to shorten the Basic Term to a period shorter than the period ending with the final maturity of the Equipment Notes), 3.2, 3.3, 3.4, 3.5, 3.6 (except insofar as it relates to the address or account information of the Owner Trustee or Indenture Trustee) (other than as such Sections 3.1 through 3.6 may be amended pursuant to Section 3.4 of the Lease as originally executed), 4, 6 (but only to the extent such Section is made operative by Section 15), 7, 8, 9, 10 (except that additional requirements may be imposed on the Lessee's ability to terminate the Lease with respect to a Unit), 11 (except that additional requirements may be imposed on the Lessee's ability to replace a Unit subject to an Event of Loss), 12 (including the Letter Agreement referred to therein) (except that additional insurance requirements may be imposed on the Lessee), 13 (except to the extent such Section relates to Persons other than the Indenture Trustee or the Loan Participant), 14, 15, 16, 17, 18, 19, 20, 21, 22 (if the result thereof would be to provide any renewal or purchase option contained in such Section prior to the final maturity of the Equipment Notes), 24, 25.1, 25.4, 25.6, 25.10, and any definition of terms used in the Lease, to the extent that any modification of such definition would result in a modification of the Lease not permitted as aforesaid in this clause (1) of subsection (b); provided that, in the event an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee shall have all rights of the Owner Trustee as "Lessor" under the Lease to modify, amend or supplement the Lease or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the "Lessor" thereunder;the
(2) modify, amend or supplement the Trust Agreement, or give any consent, waiver, authorization or approval with respect thereto, except that without the consent of a Majority of Interest, the parties to the Trust Agreement shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to Sections 2.1, 2.2, 3.1, 4.4, 7.1, 7.2, 9.1, 10.1, 10.2, 10.7, 10.11 or any other Section of the Trust Agreement if such action wouldwould materially adversely affect the interest of the Loan Participants, and any definition of terms used in the Trust Agreement, to the extent that any modification of such definition would result in a modification of the Trust Agreement not permitted pursuant to this subsection (b);
(3) modify, amend or supplement the Participation Agreement, or give any consent, waiver, authorization or approval with respect thereto, except that without the consent of a Majority of Interest, the parties to the Participation Agreement shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Participation Agreement: Sections 1, 2, 3, 4, 5, 6, 7, 10.2, 10.5, 10.7, 10.9 and 10.13 (a), each provision of the Participation Agreement which specifically refers to the Indenture Trustee or Loan Participants and any definition of terms used in the Participation Agreement, to the extent that any modification of such definition would result in a modification of the Participation Agreement not permitted pursuant to this subsection (b); and
(4) modify, amend or supplement any of said agreements in order to cure any ambiguity, to correct or supplement any provision thereof which may be defective or inconsistent with any other provision thereof or any provision of this Indenture, or to make any other provision with respect to matters or questions arising thereunder or under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided any such action shall not adversely affect the interests of the holders of any of the Equipment Notes.
(c) No modification, amendment, supplement, consent, waiver, authorization or approval with respect to the Lease or the Participation Agreement, whether effected pursuant to subsection (a) or pursuant to subsection (b) of this Section 10.05, and anything in such subsections or elsewhere in this Indenture to the contrary notwithstanding, shall, without the consent of the holder of each Equipment Note affected thereby:
(1) modify, amend or supplement the Lease in such a way as to extend the time of payment of Basic Rent or Stipulated Loss Value and any other amounts payable under, or as provided in, the Lease upon the occurrence of an Event of Loss or Termination Value and any other amounts payable under, or as provided in, the Lease upon termination thereof or reduce the amount of any installment of Basic Rent so that the same is less than the payment of interest and principal on such Equipment Notes, as the case may be, to be made from such installment of Basic Rent or reduce the aggregate amount of Stipulated Loss Value and any other amounts payable under, or as provided in, the Lease upon the occurrence of an Event of Loss so that the same is less than the accrued interest on and principal of the Equipment Notes required to be paid at the time of such payments, or reduce the amount of Termination Value and any other amounts payable under, or as provided in, the Lease upon termination thereof so that the same is less than the accrued interest on and principal of such Equipment Notes required to be paid at the time of such payments; or
(2) modify, amend or supplement the Lease in such a way as to, or consent to any assignment of the Lease or give any consent, waiver, authorization or approval which would, release the Lessee from its obligation in respect of payment of Basic Rent or Stipulated Loss ValueValue and any other amounts payable under, or as provided in, the Lease upon the occurrence of an Event of Loss, or Termination Value and any other amounts payable under, or as provided in, the Lease upon termination thereof, except for any such assignment pursuant to Section 6.8 of the Participation Agreement, and except as provided in the Lease.
(d) Anything contained in this Section 10.05 or otherwise in this Indenture to the contrary notwithstanding, whether or not an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee shall not modify, amend or supplement the Lease or any other Operative Agreement with respect to which rights have been assigned to the Indenture Trustee as part of the Indenture Estate, or give any consent, waiver, authorization or approval thereunder, in any manner that would materially adversely affect the interest of the Owner Trustee or the Owner Participant.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Union Tank Car Co)
Amendments, Waivers, Etc. of Other Documents. (a) Without Notwithstanding any provision of this Indenture to the contrary, without the consent of a Majority in Interest, the respective parties to the Lease, the Participation Agreement and the TrustTrust Agreement may not modify, amend or supplement any of such agreements, or give any consent, waiver, authorization or approval under any of such agreements, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided, however, that the actions specified in subsection (b) of this Section 9.05 may be taken, except as otherwise expressly provided therein, without the consent of the Indenture Trustee or of a Majority in Interest or any holder of an Equipment Note.
(b) Subject to the provisions of subsection (c) of this Section 10.059.05, the respective parties to the Lease, the Trust Agreement and the Participation Agreement, at any time and from time to time without the consent of the Indenture Trustee or of a Majority in Interest or any holder of an Equipment Note, may:
(1) so long as no Indenture Event of Default shall have occurred and be continuing, modify, amend or supplement the Lease, or give any consent, waiver, authorization or approval with respect thereto, except that without the consent of a Majority in Interest, the parties to the Lease shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Lease: Sections 2, 3.1 (if the result thereof would be to shorten the Basic Term to a period shorter than the period ending with the final maturity of the Equipment Notes), 3.2, 3.3, 3.4, 3.5, 3.6 (except insofar as it relates to the address or account information of the Owner Trustee or Indenture Trustee) (other than as such Sections 3.1 through 3.4 and 3.6 may be amended pursuant to Section 3.4 of the Lease as originally executed), 4, 6 (but only to the extent such Section is made operative by Section 15), 7, 8, 9, 10 (except that additional requirements may be imposed on the Lessee's ability to terminate the Lease with respect to a Unit), 11 (except that additional requirements may be imposed on the Lessee's ability to replace a Unit subject to an Event of Loss), 12 (including the Letter Agreement referred to therein) (except that additional insurance requirements may be imposed on the Lessee), 13 (except to the extent such Section relates to Persons other than the Indenture Trustee or the Loan Participant)13, 14, 15, 16, 17, 18, 19, 20, 21, 22 (if the result thereof would be to provide any renewal or purchase option contained in such Section prior to the final maturity of the Equipment Notes), 24, 25.1, 25.4, 25.6, 25.10, and any definition of terms used in the Lease, to the extent that any modification of such definition would result in a modification of the Lease not permitted as aforesaid in this clause (1) of subsection (b); provided that, in the event an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee shall have all rights of the Owner Trustee as "Lessor" under the Lease to modify, amend or supplement the Lease or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the "Lessor" thereunder; provided, further, that, subject to the Indenture Trustee's rights to exercise remedies under Section 15 of the Lease without the prior consent of the Owner Trustee, and whether or not an Indenture Event of Default shall have occurred and be continuing, no such modification, amendment or supplement of the Lease or other action referred to in the preceding proviso shall be taken without the prior written consent of the Owner Trustee with respect to any of the provisions of Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 (with respect to insurance coverage of the interests of the Owner Trustee and the Owner Participant), 13, 14, 15 (in respect of the obligation to pay and the measure of money damages), 16 (with respect to filings or recordings benefiting the Owner Trustee or the Owner Participant), 17, 18, 19, 20, 22, 23, 25.1 and 25.5 of the Lease and any definition of terms used in the Lease, to the extent that any modification of such definition would result in a modification of the Lease not permitted pursuant to this proviso;
(2) modify, amend or supplement the Trust Agreement, or give any consent, waiver, authorization or approval with respect thereto, except that without the consent of a Majority of Interest, the parties to the Trust Agreement shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to Sections 2.1, 2.2, 3.1, 4.4, 7.1, 7.2, 9.1, 10.1, 10.2, 10.7, 10.11 or any other Section of the Trust Agreement if such action wouldwould materially adversely affect the interest of the Loan Participants, and any definition of terms used in the Trust Agreement, to the extent that any modification of such definition would result in a modification of the Trust Agreement not permitted pursuant to this subsection (b);
(3) modify, amend or supplement the Participation Agreement, or give any consent, waiver, authorization or approval with respect thereto, except that without the consent of a Majority of Interest, the parties to the Participation Agreement shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Participation Agreement: Sections 1, 2, 3, 4, 5, 6, 7, 10.2, 10.5, 10.7, 10.9 and 10.13 (a10.13(a), each provision of the Participation Agreement which specifically refers to the Indenture Trustee or Loan Participants and any definition of terms used in the Participation Agreement, to the extent that any modification of such definition would result in a modification of the Participation Agreement not permitted pursuant to this subsection (b); and
(4) modify, amend or supplement any of said agreements in order to cure any ambiguity, to correct or supplement any provision thereof which may be defective or inconsistent with any other provision thereof or any provision of this Indenture, or to make any other provision with respect to matters or questions arising thereunder or under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided any such action shall not adversely affect the interests of the holders of any of the Equipment Notes.
(c) No modification, amendment, supplement, consent, waiver, authorization or approval with respect to the Lease or the Participation Agreement, whether effected pursuant to subsection (a) or pursuant to subsection (b) of this Section 10.059.05, and anything in such subsections or elsewhere in this Indenture to the contrary notwithstanding, shall, without the consent of the holder of each Equipment Note affected thereby:
(1) modify, amend or supplement the Lease in such a way as to extend the time of payment of Basic Rent or Stipulated Loss Value and any other amounts payable under, or as provided in, the Lease upon the occurrence of an Event of Loss or Termination Value and any other amounts payable under, or as provided in, the Lease upon termination thereof or reduce the amount of any installment of Basic Rent so that the same is less than the payment of interest and principal on such the Equipment Notes, as the case may be, to be made from such installment of Basic Rent or reduce the aggregate amount of Stipulated Loss Value and any other amounts payable under, or as provided in, the Lease upon the occurrence of an Event of Loss so that the same is less than the accrued interest on and principal of the Equipment Notes required to be paid at the time of such payments, or reduce the amount of Termination Value and any other amounts payable under, or as provided in, the Lease upon termination thereof so that the same is less than the accrued interest on and principal of such the Equipment Notes required to be paid at the time of such payments; or
(2) modify, amend or supplement the Lease in such a way as to, or consent to any assignment of the Lease or give any consent, waiver, authorization or approval which would, release the Lessee from its obligation in respect of payment of Basic Rent or Stipulated Loss Value
(d) Anything contained in this Section 10.05 Value and any other amounts payable under, or otherwise in this Indenture to as provided in, the contrary notwithstanding, whether or not Lease upon the occurrence of an Indenture Event of Default shall have occurred Loss, or Termination Value and be continuingany other amounts payable under, or as provided in, the Indenture Trustee shall not modifyLease upon termination thereof, amend or supplement the Lease or except for any other Operative Agreement with respect such assignment pursuant to which rights have been assigned to the Indenture Trustee as part Section 6.8 of the Indenture EstateParticipation Agreement, or give any consent, waiver, authorization or approval thereunder, and except as provided in any manner that would materially adversely affect the interest of the Owner Trustee or the Owner ParticipantLease.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Gatx Rail Corp)