Instructions of Majority; Limitations. (a) The Indenture Trustee agrees with the Certificate Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to the Purchase Agreement, the Consent and Agreement, this Trust Indenture, the Guarantee or the Participation Agreement, or any other agreement included in the Collateral, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Certificate Holders, or does not adversely affect the Certificate Holders, but upon the written request of a Majority in Interest of Certificate Holders, the Indenture Trustee shall from time to time enter into any such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), to the extent such agreement is required, agreed to by the Owner or, as may be appropriate, the Manufacturer; provided, however, that, without the consent of each holder of an affected Secured Certificate then outstanding, no such amendment of or supplement to this Trust Indenture, the Purchase Agreement, the Consent and Agreement, the Guarantee or the Participation Agreement or waiver or modification of the terms of, or consent under, any thereof, shall (i) modify any of the provisions of this Section 10.01, or of Sections 2.02, 2.10, 2.11, 2.15, 4.02, 4.02(c), 4.02(d), 5.02, 7.06(a) or 7.06(b) hereof, the definitions of "Break Amount", "Event of Default", "Default", "Majority in Interest of Certificate Holders", "Make-Whole Amount", "Make-Whole Premium", "Prepayment Premium" or "Certificate Holder", or the percentage of Certificate Holders required to take or approve any action hereunder, (ii) reduce the amount, or change the time of payment or method of calculation of any amount, of Principal Amount, Break Amount (in the case of [Series G-1], [Series C-1] [and] Series D Secured Certificates), if any, Make-Whole Premium, if any, or interest with respect to any Secured Certificate, or alter or modify the provisions of Article III hereof with respect to the order of priorities in which distribution thereunder shall be made as among the Certificate Holders and the Owner, (iii) reduce, modify or amend any indemnities in favor of the Certificate Holders or (iv) permit the creation of any Lien on the Collateral or any part thereof other than Permitted Liens or deprive any Certificate Holder of the benefit of the Lien of this Trust Indenture on the Collateral, except as provided in connection with the exercise of remedies under Article IV hereof.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Inc /Mn)
Instructions of Majority; Limitations. (a) The Indenture Trustee agrees with the Certificate Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to the Purchase Agreement, the Consent and Agreement, this Trust Indenture, the Guarantee or the Participation Agreement, or any other agreement included in the Collateral, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Certificate Holders, or does not adversely affect the Certificate Holders, but upon the written request of a Majority in Interest of Certificate Holders, the Indenture Trustee shall from time to time enter into any such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), to the extent such agreement is required, agreed to by the Owner or, as may be appropriate, the Manufacturer; provided, however, that, without the consent of each holder of an affected Secured Certificate then outstanding, no such amendment of or supplement to this Trust Indenture, the Purchase Agreement, the Consent and Agreement, the Guarantee or the Participation Agreement or waiver or modification of the terms of, or consent under, any thereof, shall (i) modify any of the provisions of this Section 10.01, or of Sections 2.02, 2.10, 2.11, 2.15, 4.02, 4.02(c), 4.02(d), 5.02, 7.06(a) or 7.06(b) hereof, the definitions of "Break Amount", "Event of Default", "Default", "Majority in Interest of Certificate Holders", "Make-Whole Amount", "Make-Whole Premium", "Prepayment Premium" or "Certificate Holder", or the percentage of Certificate Holders required to take or approve any action hereunder, (ii) reduce the amount, or change the time of payment or method of calculation of any amount, of Principal Amount, Break Amount (in the case of [Series G-1], [Series C-1] [and] Series D Secured Certificatesif any), Prepayment Premium (if any, Make-Whole Premium, if any), or interest with respect to any Secured Certificate, or alter or modify the provisions of Article III hereof with respect to the order of priorities in which distribution thereunder shall be made as among the Certificate Holders and the Owner, (iii) reduce, modify or amend any indemnities in favor of the Certificate Holders or (iv) permit the creation of any Lien on the Collateral or any part thereof other than Permitted Liens or deprive any Certificate Holder of the benefit of the Lien of this Trust Indenture on the Collateral, except as provided in connection with the exercise of remedies under Article IV hereof; provided, further, that without the consent of each holder of an affected Related Secured Certificate then outstanding, no such amendment, waiver or modification of the terms of, or consent under, any thereof shall modify any of the provisions of Article III hereof. Notwithstanding the foregoing, neither the Owner nor the Indenture Trustee shall enter into any amendment, waiver or modification of, supplement or consent to this Trust Indenture or the other Operative Documents which shall reduce, modify or amend any indemnities in favor of the Primary Liquidity Provider or the Above Cap Liquidity Provider without the consent of the Primary Liquidity Provider or Above Cap Liquidity Provider that is subject to such reduction, modification or amendment.
(b) The Owner and the Indenture Trustee may enter into one or more agreements supplemental hereto without the consent of any Certificate Holder for any of the following purposes: (i) (a) to cure any defect or inconsistency herein or in the Secured Certificates, or to make any change not inconsistent with the provisions hereof (provided that such change does not adversely affect the interests of any Certificate Holder in its capacity solely as Certificate Holder) or (b) to cure any ambiguity or correct any mistake; (ii) to evidence the succession of another party as the Owner in accordance with the terms of the hereof or to evidence the succession of a new trustee hereunder pursuant hereto, the removal of the trustee hereunder or the appointment of any co-trustee or co-trustees or any separate or additional trustee or trustees; (iii) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee or to make any other provisions with respect to matters or questions arising hereunder so long as such action shall not adversely affect the interests of the Certificate Holders in its capacity solely as Certificate Holder; (iv) to correct or amplify the description of any property at any time subject to the Lien of this Trust Indenture or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Lien of this Trust Indenture, the Airframe or Engines or any Replacement Airframe or Replacement Engine; (v) to add to the covenants of the Owner for the benefit of the Certificate Holders, or to surrender any rights or power herein conferred upon the Owner; (vi) to add to the rights of the Certificate Holders; (vii) to provide for the issuance of Series C Secured Certificates and to make changes relating thereto[, provided that the Series C Secured Certificates are issued in accordance with the Note Purchase Agreement] and (viii) to include on the Secured Certificates any legend as may be required by law.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Inc /Mn)
Instructions of Majority; Limitations. (a) The Indenture Owner agrees it shall not enter into any amendment of or supplement to the Lease or any other Financing Agreement or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease or any other Financing Agreement unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Loan Trustee and, except as otherwise provided in Section 9.01(c), a Majority in Interest of Noteholders.
(b) Subject to (c) below, the Loan Trustee agrees with the Certificate Holders Noteholders that it shall not enter into any amendment, waiver or modification of, supplement or consent to the Purchase Agreement, the Consent and Agreement, this Trust Indenture, the Guarantee or the Participation Agreement, or any other agreement included in the CollateralFinancing Agreement to which it is a party, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Certificate Holders, or does not adversely affect the Certificate HoldersNoteholders, but upon the written request of a Majority in Interest of Certificate HoldersNoteholders, the Indenture Loan Trustee shall from time to time enter into any such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), to the extent such agreement is required, agreed to by the Owner orand, as may be appropriate, the Lessee, the Manufacturer or the Engine Manufacturer; provided, however, that, without the consent of each holder of an affected Secured Certificate Equipment Note then outstandingoutstanding and the Liquidity Providers, no such amendment of or supplement to this Trust Indentureamendment, the Purchase Agreement, the Consent and Agreement, the Guarantee or the Participation Agreement or waiver or modification of the terms of, or consent under, any thereof, shall (i) modify any of the provisions of this Section 10.019.01, or of Sections 2.02Article II or III or Section 4.01, 2.104.02 or 5.02 hereof, 2.11, 2.15, 4.02, 4.02(cSection 3(a), 4.02(d(b) or (c), 5.02, 7.06(a5(a) or 7.06(b(b), 7(a), 9(a) hereofor (b) or 10(c) of the Lease, Section 9 of the Note Purchase Agreement, the definitions of "Break Amount", "“Indenture Event of Default", ",” “Indenture Default", ",” “Lease Event of Default,” “Lease Default,” “Majority in Interest of Certificate Holders", "Noteholders,” “Make-Whole Amount", "Make-Whole Premium", "Prepayment Premium" ” or "Certificate Holder", “Noteholder,” or the percentage of Certificate Holders Noteholders required to take or approve any action hereunder, (ii) reduce the amount, or change the time of payment or method of calculation of any amount, of Principal Amount, Break Amount (in the case principal amount of [Series G-1], [Series C-1] [and] Series D Secured Certificates), if anyany Equipment Note, Make-Whole PremiumAmount, if any, or interest with respect to any Secured CertificateEquipment Note (including in respect of any such amounts payable by the Lessee pursuant to the Lease in connection with the termination of the Lease), or alter or modify the provisions of Article III hereof with respect to the order of priorities in which distribution thereunder shall be made as among the Certificate Holders Noteholders, the Owner and the OwnerLessee, (iii) reduce, modify or amend any indemnities in favor of the Certificate Holders Loan Trustee or the Noteholders (except that the Loan Trustee may consent to any waiver or reduction of an indemnity payable to it), or the other Indenture Indemnitees, (iv) consent to any change in the Indenture or the Lease which would permit redemption of Equipment Notes earlier than permitted under Section 2.10 or 2.11 hereof or the purchase of the Equipment Notes by the Owner, (v) reduce the amount or extend the time of payment of any amount payable under Sections 9(a) or 5(a) and (b) of the Lease or Rent or other amount payable by the Lessee pursuant to Section 3(a), (b) or (ivc), 5(a) or (b), 7(a), 9(a) or (b) or 10(c) of the Lease, in each case as set forth in the Lease, or modify, amend or supplement the Lease or consent to any assignment of the Lease, in either case releasing Lessee from its obligations in respect of the payment of any amount payable under Sections 3(e), 9(a) or 5(a) and (b) of the Lease or Rent or other amount payable by the Lessee pursuant to Section 3(a), (b) or (c), 5(a) or (b), 7(a), 9(a) or (b) or 10(c) of the Lease, in each case as set forth in the Lease, or altering the absolute and unconditional character of the obligations of Lessee to pay Rent as set forth in Section 3 and Section 11 of the Lease, or (vi) permit the creation of any Lien on the Collateral or any part thereof other than Permitted Liens or deprive any Certificate Holder Noteholder of the benefit of the Lien of this Trust Indenture or any Aircraft Security Document on the Collateral, as the case may be, except as provided in connection with the exercise of remedies under Article IV hereof; provided, further, that without the consent of each holder of an affected Related Equipment Note then outstanding, no such amendment, waiver or modification of terms of, or consent under, any thereof shall modify Section 3.03 or deprive any Related Note Holder of the benefit of the Lien of this Indenture or any Aircraft Security Document on the Collateral, as the case may be, except as provided in connection with the exercise of remedies under Article IV hereof. Notwithstanding the foregoing, without the consent of the affected Liquidity Provider neither the Owner nor the Loan Trustee shall enter into any amendment, waiver or modification of, supplement or consent to this Indenture or the other Financing Agreements which shall reduce, modify or amend any indemnities in favor of such Liquidity Provider.
(c) At any time after the date hereof, the Owner and the Loan Trustee may enter into one or more agreements supplemental hereto and to amend the Equipment Notes or any other Financing Agreement without the consent of any Noteholder for any of the following purposes: (i) to evidence the succession of another Person to the Lessee and the assumption by any such successor of the covenants of the Lessee contained in any Operative Documents pursuant to Section 6.02(e) of the Participation Agreement; (ii) (a) to cure any defect or inconsistency herein, in any Financing Agreement or in the Equipment Notes, or to make any change not inconsistent with the provisions hereof (provided that such change does not adversely affect the interests of any Noteholder in its capacity solely as Noteholder, or (b) to cure any ambiguity or correct any mistake; (iii) to evidence the succession of another party as the Owner or Loan Trustee in accordance with the terms hereof or to evidence the succession of a new trustee or securities intermediary hereunder pursuant hereto, the removal of the trustee or securities intermediary hereunder or to provide for or facilitate the appointment of any co-trustee or co-trustees or any separate or additional trustee or trustees pursuant to Section 8.02 hereof; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Loan Trustee or to make any other provisions with respect to matters or questions arising hereunder or under the other Financing Agreements so long as such action shall not adversely affect the interests of the Noteholders in its capacity solely as Noteholder; (v) to correct or amplify the description of any property at any time subject to the Lien of this Indenture or better to assure, convey and confirm unto the Loan Trustee any property subject or required to be subject to the Lien of this Indenture, or to subject to the Lien of this Indenture the Airframe or Engines or any Replacement Engine; (vi) to add to the covenants of the Owner for the benefit of the Noteholders or to surrender any rights or power herein conferred upon the Owner or the Lessee; (vii) to add to the rights of the Noteholders, the Indenture Indemnitees or Related Indenture Indemnitees; (viii) to provide for the reissuance of Additional Series Equipment Notes (and any Related Additional Series Equipment Notes) and for the issuance of pass through certificates issued by any pass through trust that acquires any such Series B Equipment Notes (and Related Series B Equipment Notes) or Additional Series Equipment Notes (and Related Additional Series Equipment Notes) and to make changes relating to any of the foregoing, (including, without limitation, to provide for any prefunding mechanism in connection therewith, or to provide for the relative priority of different series of Additional Series Equipment Notes as between such series) and to provide for any credit support for any pass through certificates relating to any such Series B Equipment Notes (and Related Series B Equipment Notes) (including, without limitation, to secure claims for fees, interest, expenses, reimbursement of advances and other obligations arising from such credit support (including, without limitation, to specify such credit support as a “Liquidity Facility” and the provider of any such credit support as a “Liquidity Provider” and, if such Liquidity Facility is to be comprised of more than one instrument, to incorporate appropriate mechanics for multiple Liquidity Facilities for a single Pass Through Trust)), provided that such Equipment Notes are issued in accordance with the Note Purchase Agreement and Section 7.01 of the Intercreditor Agreement; and (ix) to include on the Equipment Notes any legend as may be required by applicable law or as may otherwise be necessary or advisable; (x) to comply with any applicable requirements of the Trust Indenture Act or any other requirements of applicable law or of any regulatory body; (xi) to give effect to the replacement of a Liquidity Provider with a Replacement Liquidity Provider and the replacement of a Liquidity Facility with a Replacement Liquidity Facility therefor, and, if a Replacement Liquidity Facility is to be comprised of more than one instrument as contemplated by the definition of the term “Replacement Liquidity Facility” in the Intercreditor Agreement, to incorporate appropriate mechanics for multiple Liquidity Facilities for a single Pass Through Trust; (xii) to give effect to the replacement of the Depositary with a Replacement Depositary (as defined in the Note Purchase Agreement) and the replacement of a Deposit Agreement with a Replacement Deposit Agreement (as defined in the Note Purchase Agreement); (xiii) to evidence the succession of a new escrow agent or a new paying agent under an Escrow Agreement pursuant thereto or the removal of the escrow agent or the paying agent thereunder; and (xiv) to provide for the issuance, in connection with a refinancing, of Series B Equipment Notes (and Related Series B Equipment Notes) or the issuance (including the issuance of at any time following the payment in full of any previously issued Additional Series Equipment Notes of new Additional Series Equipment Notes of the same series designation as such Additional Series Equipment Notes that have been paid in full) or successive redemption and issuance from time to time of one or more separate series.
Appears in 1 contract
Samples: Indenture and Security Agreement (Latam Airlines Group S.A.)
Instructions of Majority; Limitations. (a) The Indenture Trustee agrees with the Certificate Holders that it shall not enter into any amendment, waiver or modification of, supplement or consent to the Purchase Agreement, the Consent and Agreement, this Trust Indenture, the Guarantee or the Participation Agreement, or any other agreement included in the Collateral, unless such supplement, amendment, waiver, modification or consent is consented to in writing by a Majority in Interest of Certificate Holders, or does not adversely affect the Certificate Holders, but upon the written request of a Majority in Interest of Certificate Holders, the Indenture Trustee shall from time to time enter into any such supplement or amendment, or execute and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case of any such amendment, supplement or modification), to the extent such agreement is required, agreed to by the Owner or, as may be appropriate, the Manufacturer; provided, however, that, without the consent of each holder of an affected Secured Certificate then outstanding, no such amendment of or supplement to this Trust Indenture, the Purchase Agreement, the Consent and Agreement, the Guarantee or the Participation Agreement or waiver or modification of the terms of, or consent under, any thereof, shall (i) modify any of the provisions of this Section 10.01, or of Sections 2.02, 2.10, 2.11, 2.15, 4.02, 4.02(c), 4.02(d), 5.02, 7.06(a) or 7.06(b) hereof, the definitions of "Break Amount", "Event of Default", "Default", "Majority in Interest of Certificate Holders", "Make-Whole Amount", "Make-Whole Premium", "Prepayment Premium" or "Certificate Holder", or the percentage of Certificate Holders required to take or approve any action hereunder, (ii) reduce the amount, or change the time of payment or method of calculation of any amount, of Principal Amount, Break Amount (in the case of [Series G-1], [Series C-1] [and] Series D Secured Certificates), if any, Make-Whole Premium, if any, or interest with respect to any Secured Certificate, or alter or modify the provisions of Article III hereof with respect to the order of priorities in which distribution thereunder shall be made as among the Certificate Holders and the Owner, (iii) reduce, modify or amend any indemnities in favor of the Certificate Holders or (iv) permit the creation of any Lien on the Collateral or any part thereof other than Permitted Liens or deprive any Certificate Holder of the benefit of the Lien of this Trust Indenture on the Collateral, except as provided in connection with the exercise of remedies under Article IV hereof.Event
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Holdings Corp/Pred)
