Common use of Supplemental Indentures with Consent of Majority In Interest Clause in Contracts

Supplemental Indentures with Consent of Majority In Interest. The Indenture Trustee agrees with the Note Holders that, except as expressly provided in Section 10.01, it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, or any other Operative 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, and upon the written request of a Majority in Interest, 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) consented to by a Majority in Interest; provided, however, without the consent of each holder of an Equipment Note affected thereby, no such supplemental agreement shall: (i) change the final maturity of the principal of any Equipment Note, or change the dates or amounts of payment of any installment of the principal of, Make-Whole Amount, if any, or interest on any Equipment Note, or reduce the principal amount thereof or the Make-Whole Amount, if any, or interest thereon, or change to a location outside the United States the place of payment where, or the coin or currency in which, any Equipment Note or the Make-Whole Amount, if any, or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or Make-Whole Amount, if any, or interest on or after the date such principal or Make-Whole Amount, if any, or interest becomes due and payable; or (ii) create any Lien with respect to the Indenture Estate ranking prior to, or on a parity with, the security interest created by this Indenture except such as are permitted by this Indenture, or deprive any holder of an Equipment Note of the benefit of the Lien on the Indenture Estate created by this Indenture; or (iii) reduce the percentage in principal amount of the Equipment Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture, or of certain defaults hereunder and their consequences) provided for in this Indenture; or (iv) modify any provisions of this Section 9.01(b), except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Equipment Note affected thereby; or (v) reduce, modify or amend any indemnities payable to the Note Holders.

Supplemental Indentures with Consent of Majority In Interest. The Indenture Trustee agrees with the Note Holders that, except as expressly provided in Section 10.01, it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, or any other Operative 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, and upon With the written request consent of a Majority in Interest, the Owner Trustee (but only on the written request of the Owner Participant) may, and the Indenture Trustee shall Trustee, subject to Section 10.02 hereof, shall, at any time and from time to time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any such supplement provisions to or amendment, changing in any manner or execute eliminating any of the provisions of this Indenture or of modifying in any manner the rights and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case obligations of holders of any such amendment, supplement or modification) consented to by a Majority in Interestof the Equipment Notes and of the Owner Trustee under this Indenture; provided, however, without the consent of each holder of an Equipment Note affected thereby, no such supplemental agreement indenture shall: (i1) except as expressly provided by Section 10.01(c), change the final maturity of the principal of any Equipment Note, or change the dates or amounts of payment of any installment of the principal of, Make-Make- Whole Amount, if any, or interest on any Equipment Note, or reduce the principal amount thereof or the Make-Make- Whole Amount, if any, or interest thereon, or change to a location outside the United States the place of payment where, or the coin or currency in which, any Equipment Note or the Make-Whole Amount, if any, or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or Make-Whole Amount, if any, or interest on or after the date such principal or Make-Whole Amount, if any, or interest becomes due and payable; or (ii2) create any Lien with respect to the Indenture Estate ranking prior to, or on a parity with, the security interest created by this Indenture except such as are permitted by this Indenture, or deprive any holder of an Equipment Note of the benefit of the Lien on the Indenture Estate created by this Indenture; or (iii3) reduce the percentage in principal amount of any of the Equipment Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture, or of certain defaults hereunder and their consequences) provided for in this Indenture; or (iv4) modify any provisions of this Section 9.01(b10.01(b), except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Equipment Note affected thereby; or (vprovided that no such supplement to this Indenture or waiver or modification of the terms hereof shall adversely affect in a substantive manner the interests of the Lessee without the Lessee's prior written consent, and in no event shall the terms of the proviso to Section 5.03(a) reduce, modify or amend any indemnities payable to the Note HoldersSection 5.05 be so altered or modified without such Lessee consent.

Supplemental Indentures with Consent of Majority In Interest. The Indenture Trustee agrees with the Note Holders that, except as expressly provided in Section 10.01, it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, or any other Operative 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, and upon With the written request consent of a Majority in Interest, the Owner Trustee (but only on the written request of the Owner Participant) may, and the Indenture Trustee shall Trustee, subject to Section 9.02 hereof, shall, at any time and from time to time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any such supplement provisions to or amendment, changing in any manner or execute eliminating any of the provisions of this Indenture or of modifying in any manner the rights and deliver any such waiver, modification or consent, as may be specified in such request obligations of holders of the Equipment Notes and as may be (in of the case of any such amendment, supplement or modification) consented to by a Majority in InterestOwner Trustee under this Indenture; provided, however, without the consent of each holder of an Equipment Note affected thereby, no such supplemental agreement indenture shall: (i1) change the final maturity of the principal of any Equipment Note, or change the dates or amounts of payment of any installment of the principal of, Make-Whole Amountpremium, if any, or interest on any Equipment Note, or reduce the principal amount thereof or the Make-Whole Amountpremium, if any, or interest thereon, or change to a location outside the United States the place of payment where, or the coin or currency in which, any Equipment Note or the Make-Whole Amountpremium, if any, or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or Make-Whole Amountpremium, if any, or interest on or after the date such principal or Make-Whole Amountpremium, if any, or interest becomes due and payable; or (ii2) create any Lien with respect to the Indenture Estate ranking prior to, or on a parity with, the security interest created by this Indenture except such as are permitted by this Indenture, or deprive any holder of an Equipment Note of the benefit of the Lien on the Indenture Estate created by this Indenture; or (iii3) reduce the percentage in principal amount of the Equipment Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture, or of certain defaults hereunder and their consequences) provided for in this Indenture; or (iv4) modify any provisions of this Section 9.01(b), except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Equipment Note affected thereby; or (v) reduceprovided that no such supplement to this Indenture or waiver or modification of the terms hereof shall adversely affect in a substantive manner the interests of the Lessee without the Lessee's prior written consent, modify or amend any indemnities payable and in no event shall the terms of the proviso to the Note Holdersfirst sentence of Section 4.03(a) or Section 4.05 be so altered or modified without such Lessee consent.

Supplemental Indentures with Consent of Majority In Interest. The Indenture Trustee agrees with the Note Holders that, except as expressly provided in Section 10.01, it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, or any other Operative 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, and upon With the written request consent of a Majority in Interest, the Owner Trustee (but only on the written request of the Owner Participant) may, and the Indenture Trustee shall Trustee, subject to Section 9.2 hereof, shall, at any time and from time to time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any such supplement provisions to or amendment, changing in any manner or execute eliminating any of the provisions of this Indenture or of modifying in any manner the rights and deliver any such waiver, modification or consent, as may be specified in such request obligations of holders of the Equipment Notes and as may be (in of the case of any such amendment, supplement or modification) consented to by a Majority in InterestOwner Trustee under this Indenture; provided, however, without the consent of each holder of an Equipment Note affected thereby, no such supplemental agreement indenture shall: (i1) change the final maturity of the principal of any Equipment Note, or change the dates or amounts of payment of any installment of the principal of, Make-Whole AmountPremium, if any, or interest on any Equipment Note, or reduce the principal amount thereof or the Make-Whole AmountPremium, if any, or interest thereon, or change to a location outside the United States the place of payment where, or the coin or currency in which, any Equipment Note or the Make-Whole AmountPremium, if any, or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or Make-Whole AmountPremium, if any, or interest on or after the date such principal or Make-Whole AmountPremium, if any, or interest becomes due and payable; or (ii2) create any Lien with respect to the Indenture Estate ranking prior to, or on a parity with, the security interest created by this Indenture except such as are permitted by this Indenture, or deprive any holder of an Equipment Note of the benefit of the Lien on the Indenture Estate created by this Indenture; or (iii3) reduce the percentage in principal amount of the Equipment Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture, or of certain defaults hereunder and their consequences) provided for in this Indenture; or (iv4) modify any provisions of this Section 9.01(b9.1(b), except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Equipment Note affected thereby; or provided that so long as no Lease Event of Default shall have occurred and be continuing, no such supplement to this Indenture or waiver or modification of the terms hereof shall adversely affect in a substantive manner the interests of the Lessee without the Lessee's prior written consent, and in no event shall the terms of (vx) reduce, modify or amend any indemnities payable the proviso to the Note Holders.first sentence of Section 4.3(a) or (y) Section 4.5 be so altered or modified without such Lessee consent. Trust Indenture and Security Agreement (GARC II 98-A)

Supplemental Indentures with Consent of Majority In Interest. The Indenture Trustee agrees with the Note Holders that, except as expressly provided in Section 10.01, it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, or any other Operative 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, and upon With the written request consent of a Majority in Interest, the Owner Trustee (but only on the written request of the Owner Participant) may, and the Indenture Trustee shall Trustee, subject to Section 10.02 hereof, shall, at any time and from time to time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any such supplement provisions to or amendment, changing in any manner or execute eliminating any of the provisions of this Indenture or of modifying in any manner the rights and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case obligations of holders of any such amendment, supplement or modification) consented to by a Majority in Interestof the Equipment Notes and of the Owner Trustee under this Indenture; provided, however, without the consent of each holder of an Equipment Note affected thereby, no such supplemental agreement indenture shall: (i1) except as expressly provided by Section 10.01(c), change the final maturity of the principal of any Equipment Note, or change the dates or amounts of payment of any installment of the principal of, Make-Whole Amount, if any, or interest on any Equipment Note, or reduce the principal amount thereof or the Make-Whole Amount, if any, or interest thereon, or change to a location outside the United States the place of payment where, or the coin or currency in which, any Equipment Note or the Make-Whole Amount, if any, or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or Make-Whole Amount, if any, or interest on or after the date such principal or Make-Whole Amount, if any, or interest becomes due and payable; or (ii2) create any Lien with respect to the Indenture Estate ranking prior to, or on a parity with, the security interest created by this Indenture except such as are permitted by this Indenture, or deprive any holder of an Equipment Note of the benefit of the Lien on the Indenture Estate created by this Indenture; or (iii3) reduce the percentage in principal amount of any of the Equipment Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture, or of certain defaults hereunder and their consequences) provided for in this Indenture; or (iv4) modify any provisions of this Section 9.01(b10.01(b), except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Equipment Note affected thereby; or (vprovided that no such supplement to this Indenture or waiver or modification of the terms hereof shall adversely affect in a substantive manner the interests of the Lessee without the Lessee's prior written consent, and in no event shall the terms of the proviso to Section 5.03(a) reduce, modify or amend any indemnities payable to the Note HoldersSection 5.05 be so altered or modified without such Lessee consent.

Supplemental Indentures with Consent of Majority In Interest. The Indenture Trustee agrees with the Note Holders that, except as expressly provided in Section 10.01, it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, or any other Operative 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, and upon With the written request consent of a Majority in Interest, the Owner Trustee (but only on the written request of the Owner Participant) may, and the Indenture Trustee shall Trustee, subject to Section 9.02 hereof, shall, at any time and from time to time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any such supplement provisions to or amendment, changing in any manner or execute eliminating any of the provisions of this Indenture or of modifying in any manner the rights and deliver any such waiver, modification or consent, as may be specified in such request obligations of holders of the Equipment Notes and as may be (in of the case of any such amendment, supplement or modification) consented to by a Majority in InterestOwner Trustee under this Indenture; provided, however, without the consent of each holder of an Equipment Note -------- ------- affected thereby, no such supplemental agreement indenture shall: (i1) change the final maturity of the principal of any Equipment Note, or change the dates or amounts of payment of any installment of the principal of, Make-Whole Amountpremium, if any, or interest on any Equipment Note, or reduce the principal amount thereof or the Make-Whole Amountpremium, if any, or interest thereon, or change to a location outside the United States the place of payment where, or the coin or currency in which, any Equipment Note or the Make-Whole Amountpremium, if any, or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or Make-Whole Amountpremium, if any, or interest on or after the date such principal or Make-Whole Amountpremium, if any, or interest becomes due and payable; or (ii2) create any Lien with respect to the Indenture Estate ranking prior to, or on a parity with, the security interest created by this Indenture except such as are permitted by this Indenture, or deprive any holder of an Equipment Note of the benefit of the Lien on the Indenture Estate created by this Indenture; or (iii3) reduce the percentage in principal amount of the Equipment Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture, or of certain defaults hereunder and their consequences) provided for in this Indenture; or (iv4) modify any provisions of this Section 9.01(b), except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Equipment Note affected thereby; or (v) reduceprovided that no such supplement to this Indenture or waiver or modification of -------- the terms hereof shall adversely affect in a substantive manner the interests of the Lessee without the Lessee's prior written consent, modify or amend any indemnities payable and in no event shall the terms of the proviso to the Note Holdersfirst sentence of Section 4.03(a) or Section 4.05 be so altered or modified without such Lessee consent.

Supplemental Indentures with Consent of Majority In Interest. The Indenture Trustee agrees with the Note Holders that, except as expressly provided in Section 10.01, it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, or any other Operative 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, and upon With the written request consent of a Majority in Interest, the Owner Trustee (but only on the written request of the Owner Participant) may, and the Indenture Trustee shall Trustee, subject to Section 9.2 hereof, shall, at any time and from time to time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any such supplement provisions to or amendment, changing in any manner or execute eliminating any of the provisions of this Indenture or of modifying in any manner the rights and deliver any such waiver, modification or consent, as may be specified in such request obligations of holders of the Equipment Notes and as may be (in of the case of any such amendment, supplement or modification) consented to by a Majority in InterestOwner Trustee under this Indenture; provided, however, without the consent of each holder of an Equipment Note affected thereby, no such supplemental agreement indenture shall: (i1) change the final maturity of the principal of any Equipment Note, or change the dates or amounts of payment of any installment of the principal of, Make-Whole AmountPremium, if any, or interest on any Equipment Note, or reduce the principal amount thereof or the Make-Whole AmountPremium, if any, or interest thereon, or change to a location outside the United States the place of payment where, or the coin or currency in which, any Equipment Note or the Make-Whole AmountPremium, if any, or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or Make-Whole AmountPremium, if any, or interest on or after the date such principal or Make-Whole AmountPremium, if any, or interest becomes due and payable; or (ii2) create any Lien with respect to the Indenture Estate ranking prior to, or on a parity with, the security interest created by this Indenture except such as are permitted by this Indenture, or deprive any holder of an Equipment Note of the benefit of the Lien on the Indenture Estate created by this Indenture; or (iii3) reduce the percentage in principal amount of the Equipment Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture, or of certain defaults hereunder and their consequences) provided for in this Indenture; or (iv4) modify any provisions of this Section 9.01(b9.1(b), except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Equipment Note affected thereby; or provided that so long as no Lease Event of Default shall have occurred and be continuing, no such supplement to this Indenture or waiver or modification of the terms hereof shall adversely affect in a substantive manner the interests of the Lessee without the Lessee's prior written consent, and in no event shall the terms of (vx) reduce, modify or amend any indemnities payable the proviso to the Note Holdersfirst sentence of Section 4.3(a) or (y) Section 4.5 be so altered or modified without such Lessee consent.

Supplemental Indentures with Consent of Majority In Interest. The Indenture Trustee agrees with the Note Holders that, except as expressly provided in Section 10.01, it shall not enter into any amendment, waiver or modification of, supplement or consent to this Indenture, or any other Operative 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, and upon With the written request consent of a Majority in Interest, the Owner Trustee (but only on the written request of the Owner Participant) may, and the Indenture Trustee shall Trustee, subject to Section 10.02 hereof, shall, at any time and from time to time time, enter into an indenture or indentures supplemental hereto for the purpose of adding any such supplement provisions to or amendment, changing in any manner or execute eliminating any of the provisions of this Indenture or of modifying in any manner the rights and deliver any such waiver, modification or consent, as may be specified in such request and as may be (in the case obligations of holders of any such amendment, supplement or modification) consented to by a Majority in Interestof the Equipment Notes and of the Owner Trustee under this Indenture; provided, however, without the consent of each holder of an Equipment Note affected thereby, no such supplemental agreement indenture shall: (i1) except as expressly provided by Section 10.01(c), change the final maturity of the principal of any Equipment Note, or change the dates or amounts of payment of any installment of the principal of, Make-Whole Amount, if any, or interest on any Equipment Note, or reduce change the principal amount thereof or the Make-Whole Amount, if any, or interest thereon, or change to a location outside the United States the place of payment where, or the coin or currency in which, any Equipment Note or the Make-Whole Amount, if any, or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment of principal or Make-Whole Amount, if any, or interest on or after the date such principal or Make-Whole Amount, if any, or interest becomes due and payable; or (ii2) create any Lien with respect to the Indenture Estate ranking prior to, or on a parity with, the security interest created by this Indenture except such as are permitted by this Indenture, or deprive any holder of an Equipment Note of the benefit of the Lien on the Indenture Estate created by this Indenture; or (iii3) reduce the percentage in principal amount of any of the Equipment Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of this Indenture, or of certain defaults hereunder and their consequences) provided for in this Indenture; or (iv4) modify any provisions of this Section 9.01(b10.01(b), except to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holder of each Equipment Note affected thereby; or (v5) reducemodify Sections 3.01, modify 3.02 or amend any indemnities payable 3.03 hereof; provided that no such supplement to this Indenture or waiver or modification of the Note Holdersterms hereof shall adversely affect in a substantive manner the interests of the Lessee without the Lessee's prior written consent unless otherwise provided in the Operative Documents, and in no event shall the terms of the proviso to Section 5.05 be so altered or modified without such Lessee consent.