Common use of Modification and Waiver with Consent of Noteholders Clause in Contracts

Modification and Waiver with Consent of Noteholders. In the event that the Indenture Trustee receives a request for its consent to an amendment, modification or waiver under this Master Indenture, the Notes or any Operative Agreement relating to the Notes, the Indenture Trustee shall send a notice of such proposed amendment, modification or waiver to each Noteholder asking whether or not to consent to such amendment, modification or waiver if such Noteholder’s consent is required pursuant to this Master Indenture; provided that any amendment, modification or waiver of the provisions described in Section 9.02 is not permitted without the consent of each Noteholder whose consent is required thereby; provided further, however, that any Event of Default may be waived in accordance with Section 4.04. The foregoing, however, shall not prevent the Issuer from amending any Lease of a Railcar, provided that such amendment is otherwise permitted by this Master Indenture and the Servicing Agreement. It shall not be necessary for the consent of the Noteholders under this Section 10.01 to approve the particular form of any proposed amendment, modification or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such amendment, modification or waiver approved by the Direction of a Requisite Majority (and, if applicable, as to which Rating Agency Confirmation is given) will be binding on all Noteholders. The Issuer shall give each Rating Agency prior notice of any amendment under this Section 10.01 and any amendments of its constitutive documents by the Issuer, and, after an amendment under this Section 10.01 becomes effective, the Issuer shall send to the Noteholders and each Rating Agency a notice briefly describing such amendment. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment, modification or waiver under this Section 10.01 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification and Waiver with Consent of Noteholders. In the event that the Indenture Trustee receives a request for its consent to an amendment, modification or waiver under this Master Indenture, the Notes or any Operative Agreement relating to the Notes, the Indenture Trustee shall send a notice of such proposed amendment, modification or waiver to each Noteholder asking whether or not to consent to such amendment, modification or waiver if such Noteholder’s consent is required pursuant to this Master Indenture; provided that any amendment, modification or waiver of the provisions described in Section 9.02 is not permitted without the consent of each Noteholder whose consent is required thereby; provided further, however, that any Event of Default may be waived in accordance with Section 4.04. The foregoing, however, shall not prevent the Issuer from amending any Lease of a Railcar, provided that such amendment is otherwise permitted by this Master Indenture and the Servicing Agreement. It shall not be necessary for the consent of the Noteholders under this Section 10.01 to approve the particular form of any proposed amendment, modification or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such amendment, modification or waiver approved by the Direction of a Requisite Majority (and, if applicable, as to which Rating Agency Confirmation is given) will be binding on all Noteholders. The Issuer shall give each the Rating Agency prior notice of any amendment under this Section 10.01 and any amendments of its constitutive documents by the Issuer, and, after an amendment under this Section 10.01 becomes effective, the Issuer shall send to the Noteholders and each the Rating Agency a notice briefly describing such amendment. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment, modification or waiver under this Section 10.01 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Note held by such Noteholder.

Modification and Waiver with Consent of Noteholders. In the event that the Indenture Trustee receives a request for its consent to an amendment, modification or waiver under this Master Indenture, the Equipment Notes or any Operative Agreement relating to the Equipment Notes, the Indenture Trustee shall send mail a notice of such proposed amendment, modification or waiver to each Noteholder asking whether or not to consent to such amendment, modification or waiver if such Noteholder’s consent is required pursuant to this Master Indenture; provided that any amendment, modification or waiver of the provisions described in Section 9.02 hereof is not permitted without the consent of each Noteholder whose consent is required thereby; provided further, however, that any Event of Default may be waived in accordance with Section 4.044.04 hereof. The foregoing, however, shall not prevent the Issuer from amending any Lease of a Railcar, provided that such amendment is otherwise permitted by this Master Indenture and the Servicing Agreement. It shall not be necessary for the consent of the Noteholders under this Section 10.01 to approve the particular form of any proposed amendment, modification or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such amendment, modification or waiver approved by the Direction of a Requisite Majority (and, if applicable, as to which Rating Agency Confirmation is given) will be binding on all Noteholders. The Issuer shall give each Rating Agency prior notice of any amendment under this Section 10.01 and any amendments of its constitutive documents by the Issuer, and, after an amendment under this Section 10.01 becomes effective, the Issuer shall send mail to the Noteholders and each Rating Agency a notice briefly describing such amendment. Any failure of the Issuer to send mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment. After an amendment, modification or waiver under this Section 10.01 becomes effective, it shall bind every Noteholder, whether or not notation thereof is made on any Equipment Note held by such Noteholder.