Common use of Supplemental Indentures Without the Consent of the Noteholders Clause in Contracts

Supplemental Indentures Without the Consent of the Noteholders. Without the consent of any Noteholder but with prior notice to the Majority Noteholders, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) 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 Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action shall not adversely affect the interests of the Noteholders; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

Supplemental Indentures Without the Consent of the Noteholders. (a) Without the consent of any Noteholder but with prior notice Holder and based on an Opinion of Counsel in form and substance reasonably acceptable to the Majority NoteholdersIndenture Trustee to the effect that such Supplement is for one of the purposes set forth in clauses (i) through (viii) below, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, Supplements for any of the following purposes: (i) to add to the covenants of Issuer in this Master Indenture for the benefit of the Holders of all Series then Outstanding, or to surrender any right or power conferred upon Issuer in this Master Indenture; (ii) to cure any ambiguity, to correct or supplement any provision in this Master Indenture which may be inconsistent with any other provision in this Master Indenture; (iii) to correct or amplify the description of any property at any time subject to the lien Encumbrance of this Master Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected subject to the lien Encumbrance of this Master Indenture, or to subject additional property to the lien Encumbrance of this Indenture additional propertyMaster Indenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iiiiv) to add to the covenants conditions, limitations and restrictions on the authorized amount, terms and purposes of issue, authentication and delivery of the IssuerEquipment Notes, for the benefit of the Noteholdersas herein set forth, or additional conditions, limitations and restrictions thereafter to surrender any right or power herein conferred upon the be observed by Issuer; (ivv) if required, to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action shall not adversely affect the interests of the Noteholders; or (vi) to evidence and provide for the acceptance succession of the appointment hereunder Indenture Trustee. (b) Promptly after the execution by a successor trustee with respect Issuer and the Indenture Trustee of any Series Supplement pursuant to this Section, Issuer shall mail to the Holders of all Equipment Notes then Outstanding, each Rating Agency, and to add to or change any each Series Enhancer, a notice setting forth in general terms the substance of such Supplement, together with a copy of the provisions text of this Indenture as such Series Supplement. Any failure of Issuer to mail such notice, or any defect therein, shall be necessary to facilitate not, however, in any way impair or affect the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof. The Indenture Trustee is hereby authorized to join in the execution validity of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedSupplement.

Supplemental Indentures Without the Consent of the Noteholders. (a) Without the consent of any Noteholder but with prior notice Holder and based on an Opinion of Counsel in form and substance reasonably acceptable to the Majority NoteholdersIndenture Trustee to the effect that such Indenture Supplement is for one of the purposes set forth in clauses (i) through (vi) below, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, Supplements for any of the following purposes: (i) to add to the covenants of the Issuer in this Master Indenture for the benefit of the Holders of all Equipment Notes then Outstanding, or to surrender any right or power conferred upon the Issuer in this Master Indenture; (ii) to cure any ambiguity, to correct or supplement any provision in this Master Indenture which may be inconsistent with any other provision in this Master Indenture; (iii) to correct or amplify the description of any property at any time subject to the lien Encumbrance of this Master Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected subject to the lien Encumbrance of this Master Indenture, or to subject additional property to the lien Encumbrance of this Indenture additional propertyMaster Indenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iiiiv) to add additional conditions, limitations and restrictions thereafter to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon be observed by the Issuer; (ivv) if required, to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action shall not adversely affect the interests of the Noteholders; or (vi) to evidence and provide for the acceptance succession of the appointment hereunder by a successor trustee with respect to Indenture Trustee. (b) No Indenture Supplement shall be entered into under this Section 9.01 unless (i) each Rating Agency shall have received prior written notice thereof and, except as set forth in the Notes and to add to or change any of proviso at the provisions end of this Indenture as sentence, the Issuer shall have obtained a Rating Agency Confirmation in respect thereof; provided, that no such Rating Agency Confirmation shall be necessary to facilitate required if such Indenture Supplement shall have been entered into by the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof. The Indenture Trustee is hereby authorized to join in at the execution Direction of a Requisite Majority; and (ii) if applicable, any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.consent required by Section 10.03 shall have been obtained..

Supplemental Indentures Without the Consent of the Noteholders. (a) Without the consent of any Noteholder but with prior notice Holder and based on an Opinion of Counsel in form and substance reasonably acceptable to the Majority NoteholdersIndenture Trustee to the effect that such Supplement is for one of the purposes set forth in clauses (i) through (vi) below, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, Supplements for any of the following purposes: (i) to add to the covenants of the Issuer in this Indenture for the benefit of the Holders of the Equipment Notes then Outstanding, or to surrender any right or power conferred upon the Issuer in this Indenture; (ii) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be inconsistent with any other provision in this Indenture; (iii) to correct or amplify the description of any property at any time subject to the lien Encumbrance of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected subject to the lien Encumbrance of this Indenture, or to subject additional property to the lien Encumbrance of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iiiiv) to add additional conditions, limitations and restrictions thereafter to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon be observed by the Issuer; (ivv) if required, to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action shall not adversely affect the interests of the Noteholders; or (vi) to evidence and provide for the acceptance succession of the appointment hereunder by a successor trustee with respect to Indenture Trustee. (b) No Supplement shall be entered into under this Section 9.01 unless each Rating Agency shall have received prior written notice thereof and, except as set forth in the Notes and to add to or change any of proviso at the provisions end of this Indenture as sentence, the Issuer shall have obtained a Rating Agency Confirmation in respect thereof; provided, that no such Rating Agency Confirmation shall be necessary to facilitate required if such Supplement shall have been entered into by the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof. The Indenture Trustee is hereby authorized to join in at the execution Direction of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containeda Requisite Majority.

Supplemental Indentures Without the Consent of the Noteholders. (a) Without the consent of any Noteholder but with prior notice and based on an Opinion of Counsel in form and substance reasonably acceptable to the Majority NoteholdersIndenture Trustee to the effect that such Indenture Supplement is for one of the purposes set forth in clauses (i) through (x) below, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, Supplements for any of the following purposes: (i) to add to the covenants of the Issuer in this Master Indenture for the benefit of the Noteholders of all Notes then Outstanding, or to surrender any right or power conferred upon the Issuer in this Master Indenture; (ii) to cure any ambiguity, to correct or supplement any provision in this Master Indenture which may be inconsistent with any other provision in this Master Indenture; (iii) to correct or amplify the description of any property at any time subject to the lien Encumbrance of this Master Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected subject to the lien Encumbrance of this Master Indenture, or to subject additional property to the lien Encumbrance of this Indenture additional propertyMaster Indenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iiiiv) to add additional conditions, limitations and restrictions thereafter to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon be observed by the Issuer; (ivv) if required, to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee; (vvi) to cure any ambiguity, evidence the succession of the Indenture Trustee; (vii) to correct amend or supplement any provision herein modify the provisions of the Master Indenture or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or Operative Agreement relating to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; the timing of movement of monies received, provided, however, that the effect of such action shall movement does not adversely affect change the interests Available Collections Amount available on any Payment Date and the Issuer obtains Rating Agency Confirmation; (viii) any amendment or modification of an immaterial nature necessary to facilitate the issuing of Additional Notes (all in a manner consistent with the provisions of the NoteholdersMaster Indenture); (ix) to conform to the description of any Operative Agreement in the offering circular for the Equipment Notes; or (vix) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect effect any amendment, modification or replacement to the Notes Account Administration Agreement and/or the Account Collateral Agent, provided, that the effect of such amendment, modification or replacement does not change the Available Collections Amount available on any Payment Date and to add to or change any of the provisions Issuer obtains Rating Agency Confirmation. (b) No Indenture Supplement shall be entered into under this Section 9.01 unless (i) each Rating Agency shall have received prior written notice thereof and, except as set forth in the proviso at the end of this Indenture as sentence, the Issuer shall have obtained a Rating Agency Confirmation in respect thereof; provided, that no such Rating Agency Confirmation shall be necessary to facilitate required if such Indenture Supplement shall have been entered into by the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof. The Indenture Trustee is hereby authorized to join in at the execution Direction of a Requisite Majority; and (ii) if applicable, any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedconsent required by Section 10.03 shall have been obtained.

Supplemental Indentures Without the Consent of the Noteholders. Without the consent of any Noteholder but with prior notice to the Majority Noteholders, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) 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 Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, Issuer for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action shall not adversely affect the interests of the Noteholders; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

Supplemental Indentures Without the Consent of the Noteholders. Without the consent of any Noteholder but with prior notice to the Majority Noteholders(a) The Co-Issuers, the Issuer and the Indenture Trustee, without the consent of the Noteholders at any time and from time to time, may may, if the Rating Agency Condition has been satisfied (except that ratings confirmation need not be requested for any amendments that could not reasonably be deemed to be disadvantageous to any Noteholder in the reasonable judgment of the Aggregate Controlling Party) and with the consent of the Insurers, if any (and so long as any such Insurer is a Series Controlling Party of each Series of Notes affected thereby, or is the Aggregate Controlling Party) enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien Lien of this Base Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected subject to the lien Lien of this IndentureBase Indenture (including, without limitation, in order to obtain a security interest thereto in a manner consistent with Section 7.17), or to subject to the lien Lien of this Base Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, succession of another Person to any of the IssuerCo-Issuers, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes containedNotes; (iii) to add to the covenants of the Issuer, for the benefit any of the NoteholdersCo-Issuers, in each case only to the extent not adverse to the interests of any Noteholder or each Insurer, if any, or to surrender any right or power herein conferred upon any of the IssuerCo-Issuers; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture TrusteeTrustee for the benefit of Secured Parties or add to the conditions, limitations or restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of Notes; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action shall not adversely affect the interests of the Noteholders; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes Indenture Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trusteeIndenture Trustee, pursuant to the requirements of Article VI hereof. Section 6.11; (vi) to correct any manifest error or to cure any ambiguity or to correct or supplement any provisions herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any Series Supplement, supplemental indenture or any Offering Memorandum pursuant to which any Notes have been issued; (vii) to facilitate the transfer of Notes in accordance with applicable law (as evidenced by an Opinion of Counsel), which may include providing for the maintenance of a book-entry trading system; (viii) to take any action necessary and appropriate to facilitate the originations of New U.S. Franchise Agreements, the servicing of Existing Franchise Assets and the preservation and maintenance of the Existing Franchise Assets, in each case, as determined in accordance with the Servicing Standard; (ix) to take any action necessary or advisable to effectuate any lockbox arrangements entered into by any Co-Issuer; (x) to establish the form or terms of the Notes of any Series of Notes pursuant to a Series Supplement in accordance with the provisions of Section 2.3 (which shall not require the consent of the Aggregate Controlling Party or any Series Controlling Party except to the extent specified in Section 2.3); (xi) to take any action necessary or helpful to avoid the imposition, under and in accordance with applicable law, of any Tax including withholding tax; or (xii) to make any change required by the Irish Stock Exchange or any other stock exchange on which the Notes are listed, or to be listed, in order to permit or maintain such listing. (b) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture that materially adversely affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Base Indenture or otherwise except to the extent required by law. (c) Copies of any supplemental indenture entered into in accordance with this Section 8.1 shall be available upon request by any Noteholder or Insurer duly given to the Indenture Trustee. No supplemental indenture shall be amended or modified without the written consent of the Indenture Trustee, the Co-Issuers and any Insurer that is a party thereto.

Supplemental Indentures Without the Consent of the Noteholders. (a) Without the consent of any Noteholder but with prior notice Holder and based on an Opinion of Counsel in form and substance reasonably acceptable to the Majority NoteholdersIndenture Trustee to the effect that such Supplement is for one of the purposes set forth in clauses (i) through (vi) below, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, Supplements for any of the following purposes: (i) to add to the covenants of the Issuer in this Indenture for the benefit of the Holders of all Equipment Notes then Outstanding, or to surrender any right or power conferred upon the Issuer in this Indenture; (ii) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be inconsistent with any other provision in this Indenture; (iii) to correct or amplify the description of any property at any time subject to the lien Encumbrance of this Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected subject to the lien Encumbrance of this Indenture, or to subject additional property to the lien Encumbrance of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iiiiv) to add additional conditions, limitations and restrictions thereafter to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon be observed by the Issuer; (ivv) if required, to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action shall not adversely affect the interests of the Noteholders; or (vi) to evidence and provide for the acceptance succession of the appointment hereunder by a successor trustee with respect to Indenture Trustee. (b) No Supplement shall be entered into under this Section 9.01 unless the Notes and to add to or change any of Rating Agency shall have received prior written notice thereof and, except as set forth in the provisions proviso at the end of this Indenture as sentence, the Issuer shall have obtained a Rating Agency Confirmation in respect thereof; provided, that no such Rating Agency Confirmation shall be necessary to facilitate required if such Supplement shall have been entered into by the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof. The Indenture Trustee is hereby authorized to join in at the execution Direction of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containeda Requisite Majority.

Supplemental Indentures Without the Consent of the Noteholders. Without the consent of any Noteholder but with prior notice to the Majority Noteholders, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) 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 Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action shall not adversely affect the interests of the Noteholders; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

Supplemental Indentures Without the Consent of the Noteholders. (a) Without the consent of any Noteholder but with prior notice and based on an Opinion of Counsel in form and substance reasonably acceptable to the Majority NoteholdersIndenture Trustee to the effect that such Indenture Supplement is for one of the purposes set forth in clauses (i) through (vi) below, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, Supplements for any of the following purposes: (i) to add to the covenants of the Issuer in this Master Indenture for the benefit of the Noteholders of all Equipment Notes then Outstanding, or to surrender any right or power conferred upon the Issuer in this Master Indenture; (ii) to cure any ambiguity, to correct or supplement any provision in this Master Indenture which may be inconsistent with any other provision in this Master Indenture; (iii) to correct or amplify the description of any property at any time subject to the lien Encumbrance of this Master Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected subject to the lien Encumbrance of this Master Indenture, or to subject additional property to the lien Encumbrance of this Indenture additional propertyMaster Indenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iiiiv) to add additional conditions, limitations and restrictions thereafter to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon be observed by the Issuer; (ivv) if required, to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action shall not adversely affect the interests of the Noteholders; or (vi) to evidence and provide for the acceptance succession of the appointment hereunder by a successor trustee with respect to Indenture Trustee. (b) No Indenture Supplement shall be entered into under this Section 9.01 unless (i) each Rating Agency shall have received prior written notice thereof and, except as set forth in the Notes and to add to or change any of proviso at the provisions end of this Indenture as sentence, the Issuer shall have obtained a Rating Agency Confirmation in respect thereof; provided, that no such Rating Agency Confirmation shall be necessary to facilitate required if such Indenture Supplement shall have been entered into by the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof. The Indenture Trustee is hereby authorized to join in at the execution Direction of a Requisite Majority; and (ii) if applicable, any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedconsent required by Section 10.03 shall have been obtained.

Supplemental Indentures Without the Consent of the Noteholders. (a) Without the consent of any Noteholder but with prior notice and based on an Opinion of Counsel in form and substance reasonably acceptable to the Majority NoteholdersIndenture Trustee to the effect that such Indenture Supplement is for one of the purposes set forth in clauses (i) through (x) below, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, Supplements for any of the following purposes: (i) to add to the covenants of the Issuer in this Master Indenture for the benefit of the Noteholders of all Notes then Outstanding, or to surrender any right or power conferred upon the Issuer in this Master Indenture; (ii) to cure any ambiguity, to correct or supplement any provision in this Master Indenture which may be inconsistent with any other provision in this Master Indenture; (iii) to correct or amplify the description of any property at any time subject to the lien Encumbrance of this Master Indenture, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected subject to the lien Encumbrance of this Master Indenture, or to subject additional property to the lien Encumbrance of this Indenture additional propertyMaster Indenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iiiiv) to add additional conditions, limitations and restrictions thereafter to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon be observed by the Issuer; (ivv) if required, to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee; (vvi) to cure any ambiguity, evidence the succession of the Indenture Trustee; (vii) to correct amend or supplement any provision herein modify the provisions of the Master Indenture or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or Operative Agreement relating to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; the timing of movement of monies received, provided, however, that the effect of such action shall movement does not adversely affect change the interests Available Collections Amount available on any Payment Date and the Issuer obtains Rating Agency Confirmation; (viii) any amendment or modification of an immaterial nature necessary to facilitate the issuing of Additional Notes (all in a manner consistent with the provisions of the NoteholdersMaster Indenture); (ix) to conform to the description of any Operative Agreement in the offering circular for the Equipment Notes; or (vix) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect effect any amendment, modification or replacement to the Notes Account Administration Agreement and/or the Account Collateral Agent, provided, that the effect of such amendment, modification or replacement does not change the Available Collections Amount available on any Payment Date and to add to or change any of the provisions Issuer obtains Rating Agency Confirmation. (b) No Indenture Supplement shall be entered into under this Section 9.01 unless (i) the Rating Agency shall have received prior written notice thereof and, except as set forth in the proviso at the end of this Indenture as sentence, the Issuer shall have obtained a Rating Agency Confirmation in respect thereof; provided, that no such Rating Agency Confirmation shall be necessary to facilitate required if such Indenture Supplement shall have been entered into by the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof. The Indenture Trustee is hereby authorized to join in at the execution Direction of a Requisite Majority; and (ii) if applicable, any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein containedconsent required by Section 10.03 shall have been obtained.

Supplemental Indentures Without the Consent of the Noteholders. Without With the consent of any the Initial Noteholder but with and prior notice to the Majority Noteholders, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) 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 Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action shall not adversely affect the interests of the Noteholders; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

Supplemental Indentures Without the Consent of the Noteholders. Without the consent of any Noteholder but with prior notice to the Majority Noteholders, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained; (iii) to add to the covenants of the Issuer, Issuer for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, however, that such action shall not adversely affect the interests of the NoteholdersNoteholders as evidenced by an Officer’s Certificate or Opinion of Counsel; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.