Common use of Supplemental Indenture and Other Amendment With Consent; Conditions and Limitations Clause in Contracts

Supplemental Indenture and Other Amendment With Consent; Conditions and Limitations. At any time and from time to time, subject to Sections 8.2 and 8.3 hereof, but only upon the written direction of a Majority in Interest of Noteholders and the written consent of the Owner Lessor, (a) the Indenture Trustee shall execute an amendment or supplement hereto for the purpose of adding provisions to, or changing or eliminating provisions of, this Indenture as specified in such request, and (b) the Indenture Trustee, as the case may be, shall enter into or consent to such written amendment of or supplement to any Assigned Document as each other party thereto may agree to and as may be specified in such request, or execute and deliver such written waiver or modification of or consent to the terms of any such agreement or document as may be specified in such request; provided, however, that without the consent of the Noteholders representing one hundred percent (100%) of the outstanding principal amount of the Lessor Notes, such percentage to be determined in the same manner as provided in the definition of the term "Majority in Interest of Noteholders," no such supplement to or amendment of this Indenture or any Assigned Document, or waiver or modification of or consent to the terms hereof or thereof, shall (i) modify the definition of the terms "Majority in Interest of Noteholders" or reduce the percentage of Noteholders required to take or approve any action hereunder, (ii) change the amount or the time of payment of any amount owing or payable under any Lessor Note or change the rate or manner of calculation of interest payable on any Lessor Note, (iii) alter or modify the provisions of Section 3 hereof with respect to the manner of payment or the order of priorities in which distributions thereunder shall be made as between the Noteholders and the Owner Lessor, (iv) reduce the amount (except to any amount as shall be sufficient to pay the aggregate principal of, Make-Whole Amount, if any, and interest on all outstanding Lessor Notes) or extend the time of payment of Periodic Rent or Termination Value except as expressly provided in Section 3.5 of the Facility Lease, or change any of the circumstances under which Periodic Rent or Termination Value is payable, (v) consent to any assignment of the Facility Lease if in connection therewith the Facility Lessee will be released from its obligation to pay Periodic Rent and Termination Value, except as expressly provided in Section 13 of the Participation Agreement, or release the Facility Lessee of its obligation to pay Periodic Rent or Termination Value or change the absolute and unconditional character of such obligations as set forth in Section 9 of the Facility Lease; (vi) consent to any release of the Guarantor under Section 8.4 of the Calpine Guaranty or (vii) deprive the Indenture Trustee of the Lien on the Indenture Estate or permit the creation of any Lien on the Indenture Estate ranking equally or prior to the Lien of the Indenture Trustee, except for Permitted Liens.

Supplemental Indenture and Other Amendment With Consent; Conditions and Limitations. At any time and from time to time, subject to Sections 8.2 Section 11.3 of the Participation Agreement and Section 8.3 hereof, but only upon the written direction of a Majority in Interest of Noteholders and the written consent of the Owner LessorTrustee, (a) the Owner Trustee and Indenture Trustee shall execute an amendment or supplement hereto for the purpose of adding provisions to, or changing or eliminating provisions of, this Indenture as specified in such request, and (b) the Owner Trustee and Indenture Trustee, as the case may be, shall enter into or consent to such written amendment of or supplement to any Assigned Document as each other party thereto may agree to and as may be specified in such request, or execute and deliver such written waiver or modification of or consent to the terms of any such agreement or document as may be specified in such request; provided, however, that without the consent of the Owner Trustee and Noteholders representing one hundred percent (100%) of the outstanding principal amount of the Lessor Notes, such percentage to be determined in the same manner as provided in the definition of the term "Majority in Interest of Noteholders," no such supplement to or amendment of this Indenture Indenture, the Trust Agreement or any Assigned Document, or waiver or modification of or consent to the terms hereof or thereof, shall (i) modify any of the definition provisions of Section 3.8, 8.1 or Article 9 of the Lease, the definitions of the terms "Lease Default," "Lease Event of Default," "Indenture Default," "Indenture Event of Default," "Majority in Interest of Noteholders," "Excepted Payments" or reduce the percentage of Noteholders required to take or approve any action hereunder, (ii) change the amount or the time of payment of any amount owing or payable under any Lessor Note or change the rate or manner of calculation of interest payable on any Lessor Note, (iii) alter or modify the provisions of Section Article 3 hereof with respect to the manner of payment or the order of priorities in which distributions thereunder shall be made as between the Noteholders and the Owner LessorTrustee, (iv) reduce, modify or amend any indemnities or any obligations under Article 6 of the Participation Agreement in favor of any Indemnitee (unless consented to by such Person), (v) reduce the amount (except to any amount as shall be sufficient to pay the aggregate principal of, Make-Whole Amountpremium, if any, and interest on all outstanding Lessor Notes) or extend the time of payment of Periodic Rent Rent, Stipulated Loss Value or Termination Value except as expressly provided in Section 3.5 Article 8 of the Facility LeaseParticipation Agreement, or change any of the circumstances under which Periodic Rent Rent, Stipulated Loss Value or Termination Value is payable, (vvi) consent to any assignment of the Facility Lease if in connection therewith the Facility Lessee will be released from its obligation to pay Periodic Rent and Termination ValueLease, except as expressly provided in Section 13 the Lease, or sublease of all or any part of the Participation AgreementUndivided Interest or any other Leased Assets, or release reduce Lessee's obligations in respect of the Facility Lessee payment of its obligation to pay Periodic Rent Rent, Stipulated Loss Value, Special Stipulated Loss Value or Termination Value or change the absolute and unconditional character of such obligations as set forth in Section 9 Article 3 of the Facility Lease; (vi) consent to any release of the Guarantor under Section 8.4 of the Calpine Guaranty or , (vii) deprive amend the terms of Section 18.11 of the Lease, take any action which would reduce the term of the Lease, the Supporting Assets Lease, the Supporting Assets Sublease, the Ownership Agreement or the Operating Agreement, (viii) change the nonrecourse nature of the obligations of Owner Trustee, (ix) alter the effect of the REA Consent or (x) in the judgment of the Indenture Trustee materially adversely affect the rights or remedies for the benefit of any Noteholder provided in this Indenture (including, without limitation, those set forth in Articl 4 hereof) and the Sections of the Lien on the Indenture Estate or Lease regarding Lease Events of Default and remedies thereunder, permit the creation of any Lien on the Indenture Estate ranking equally or prior to any part thereof, or deprive any Noteholder of the benefit of the Lien of this Indenture on the Indenture Estate. Anything to the contrary herein contained notwithstanding, without the necessity of the consent of any Noteholder or Indenture Trustee, except for Permitted Liensany indemnities in favor of Owner Participant may be modified, amended or changed in such manner as shall be agreed to by Owner Participant and Lessee. Nothing in this Section 8.1 shall impair the rights of Indenture Trustee, as assignee of Owner Trustee under the Granting Clause hereof, after Owner Trustee shall have no further right, title or interest in and to the Indenture Estate, to give any consent or waiver, or take any other action in this Section 8.1 contemplated to be taken, by Owner Trustee.

Supplemental Indenture and Other Amendment With Consent; Conditions and Limitations. At any time and from time to time, subject to Sections 8.2 and Section 8.3 hereof, but only upon the written direction of a Majority in Interest of Noteholders and the written consent of the Owner Lessor, (a) the Lease Indenture Trustee shall execute an amendment or supplement hereto for the purpose of adding provisions to, or changing or eliminating provisions of, this Indenture as specified in such request, and (b) the Lease Indenture Trustee, as the case may be, shall enter into or consent to such written amendment of or supplement to any Assigned Document as each other party thereto may agree to and as may be specified in such request, or execute and deliver such written waiver or modification of or consent to the terms of any such agreement or document as may be specified in such request; provided, however, that without the consent of the Noteholders representing one hundred percent (100%) of the outstanding principal amount of the Lessor Notes, such percentage to be determined in the same manner as provided in the definition of the term "Majority in Interest of Noteholders," no such supplement to or amendment of this Indenture or any Assigned Document, or waiver or modification of or consent to the terms hereof or thereof, thereof shall (i) modify the definition of the terms "Majority in Interest of Noteholders" or reduce the percentage of Noteholders required to take or approve any action hereunder, (ii) change the amount or the time of payment of any amount owing or payable under any Lessor Note or change the rate or manner of calculation of interest payable on any Lessor Note, (iii) alter or modify the provisions of Section 3 hereof with respect to the manner of payment or the order of priorities in which distributions thereunder shall be made as between the Noteholders and the Owner Lessor, (iv) reduce the amount (except to any amount as shall be sufficient to pay the aggregate principal of, Make-Whole Amount, if any, and interest on all outstanding Lessor Notes) or extend the time of payment of Periodic Lease Rent or Termination Value except as expressly provided in Section 3.5 of the Facility Lease, or change any of the circumstances under which Periodic Lease Rent or Termination Value is payable, or (v) consent to any assignment of the Facility Lease if in connection therewith the Facility Lessee will be released from its obligation to pay Periodic Lease Rent and Termination Value, except as expressly provided in Section 13 15.2 of the Participation Agreement, or release the Facility Lessee of its obligation to pay Periodic Lease Rent or Termination Value or change the absolute and unconditional character of such obligations as set forth in Section 9 of the Facility Lease; (vi) consent to any release of the Guarantor under Section 8.4 of the Calpine Guaranty or (vii) deprive the Indenture Trustee of the Lien on the Indenture Estate or permit the creation of any Lien on the Indenture Estate ranking equally or prior to the Lien of the Indenture Trustee, except for Permitted Liens.

Supplemental Indenture and Other Amendment With Consent; Conditions and Limitations. At any time and from time to time, subject to Sections 8.2 and Section 8.3 hereof, but only upon the written direction of a Majority in Interest of Noteholders and the written consent of the Owner Lessor, (a) the Lease Indenture Trustee shall execute an amendment or supplement hereto for the purpose of adding provisions to, or changing or eliminating provisions of, this Indenture as specified in such request, and (b) the Lease Indenture Trustee, as the case may be, shall enter into or consent to such written amendment of or supplement to any Assigned Document as each other party thereto may agree to and as may be specified in such request, or execute and deliver such written waiver or modification of or consent to the terms of any such agreement or document as may be specified in such request; provided, however, that without the consent of the Noteholders representing one hundred percent (100%) of the outstanding principal amount of the Lessor Notes, such percentage to be determined in the same manner as provided in the definition of the term "Majority in Interest of Noteholders," no such supplement to or amendment of this Indenture or any Assigned Document, or waiver or modification of or consent to the terms hereof or thereof, shall (i) modify the definition of the terms "Majority in Interest of Noteholders" or reduce the percentage of Noteholders required to take or approve any action hereunder, (ii) change the amount or the time of payment of any amount owing or payable under any Lessor Note or change the rate or manner of calculation of interest payable on any Lessor Note, (iii) alter or modify the provisions of Section 3 hereof with respect to the manner of payment or the order of priorities in which distributions thereunder shall be made as between the Noteholders and the Owner Lessor, (iv) reduce the amount (except to any amount as shall be sufficient to pay the aggregate principal of, Make-Whole Amount, if any, and interest on all outstanding Lessor Notes) or extend the time of payment of Periodic Lease Rent or Termination Value except as expressly provided in Section 3.5 of the Facility Lease, or change any of the circumstances under which Periodic Lease Rent or Termination Value is payable, or (v) consent to any assignment of the Facility Lease if in connection therewith the Facility Lessee will be released from its obligation to pay Periodic Lease Rent and Termination Value, except as expressly provided in Section 13 15.2 of the Participation Agreement, or release the Facility Lessee of its obligation to pay Periodic Lease Rent or Termination Value or change the absolute and unconditional character of such obligations as set forth in Section 9 of the Facility Lease; (vi) consent to any release of the Guarantor under Section 8.4 of the Calpine Guaranty or (vii) deprive the Indenture Trustee of the Lien on the Indenture Estate or permit the creation of any Lien on the Indenture Estate ranking equally or prior to the Lien of the Indenture Trustee, except for Permitted Liens.

Supplemental Indenture and Other Amendment With Consent; Conditions and Limitations. At any time and from time to time, subject to Sections 8.2 and 8.3 hereof, but only upon the written direction of a Majority in Interest of Noteholders and the written consent of the Owner Lessor, (a) the Indenture Trustee shall execute an amendment or supplement hereto for the purpose of adding provisions to, or changing or eliminating provisions of, this Indenture as specified in such request, and (b) the Indenture Trustee, as the case may be, shall enter into or consent to such written amendment of or supplement to any Assigned Document as each other party thereto may agree to and as may be specified in such request, or execute and deliver such written waiver or modification of or consent to the terms of any such agreement or document as may be specified in such request; provided, however, that without the consent of the Noteholders representing one hundred percent (100%) of the outstanding principal amount of the Lessor Notes, such percentage to be determined in the same manner as provided in the definition of the term "Majority in Interest of Noteholders," no such supplement to or amendment of this Indenture or any Assigned Document, or waiver or modification of or consent to the terms hereof or thereof, shall (i) modify the definition of the terms "Majority in Interest of Noteholders" or reduce the percentage of Noteholders required to take or approve any action hereunder, (ii) change the amount or the time of payment of any amount owing or payable under any Lessor Note or change the rate or manner of calculation of interest payable on any Lessor Note, (iii) alter or modify the provisions of Section 3 hereof with respect to the manner of payment or the order of priorities in which distributions thereunder shall be made as between the Noteholders and the Owner Lessor, (iv) reduce the amount (except to any amount as shall be sufficient to pay the aggregate principal of, Make-Whole Amount, if any, and interest on all outstanding Lessor Notes) or extend the time of payment of Periodic Rent or Termination Value except as expressly provided in Section 3.5 of the Facility LeaseLeases, or change any of the circumstances under which Periodic Rent or Termination Value is payable, (v) consent to any assignment of the Facility Lease Leases if in connection therewith the Facility Lessee Lessees will be released from its obligation to pay Periodic Rent and Termination Value, except as expressly provided in Section 13 of the Participation Agreement, or release the Facility Lessee Lessees of its their obligation to pay Periodic Rent or Termination Value or change the absolute and unconditional character of such obligations as set forth in Section 9 of the Facility LeaseLeases; or (vi) consent to any release of the Guarantor under Section 8.4 of the Calpine Guaranty or (vii) deprive the Indenture Trustee of the Lien on the Indenture Estate or permit the creation of any Lien on the Indenture Estate ranking equally or prior to the Lien of the Indenture Trustee, except for Permitted LiensGuaranty.

Supplemental Indenture and Other Amendment With Consent; Conditions and Limitations. At any time and from time to time, subject to Sections 8.2 and 8.3 hereof, but only upon the written direction of a Majority in Interest of Noteholders and the written consent of the Owner Lessor, (a) the Indenture Trustee shall execute an amendment or supplement hereto for the purpose of adding provisions to, or changing or eliminating provisions of, this Indenture as specified in such request, and (b) the Indenture Trustee, as the case may be, shall enter into or consent to such written amendment of or supplement to any Assigned Document as each other party thereto may agree to and as may be specified in such request, or execute and deliver such written waiver or modification of or consent to the terms of any such agreement or document as may be specified in such request; provided, however, that without the consent of the Noteholders representing one hundred percent (100%) of the outstanding principal amount of the Lessor Notes, such percentage to be determined in the same manner as provided in the definition of the term "“Majority in Interest of Noteholders," ” no such supplement to or amendment of this Indenture or any Assigned Document, or waiver or modification of or consent to the terms hereof or thereof, shall (i) modify the definition of the terms "term “Majority in Interest of Noteholders" ” or reduce the percentage of Noteholders required to take or approve any action hereunder, (ii) change the amount or the time of payment of any amount owing or payable under any Lessor Note or change the rate or manner of calculation of interest payable on any Lessor Note, (iii) alter or modify the provisions of Section 3 Article III hereof with respect to the manner of payment or the order of priorities in which distributions thereunder shall be made as between the Noteholders and the Owner Lessor, (iv) reduce the amount (except to any amount as shall be sufficient to pay the aggregate principal of, Make-Whole Amount, if any, and interest (including additional interest, if any, accruing under the circumstances and at the rate per annum set forth in the fourth and sixth paragraphs of each Initial Note) on all outstanding Lessor Notes) or extend the time of payment of Periodic Rent Rent, PVRR Amount, Termination Amount or Termination Value Special Event Amount except as expressly provided in Section 3.5 3.4 of the Facility Lease, or change any of the circumstances under which Periodic Rent Rent, PVRR Amount, Termination Amount or Termination Value Special Event Amount is payable, (v) consent to any assignment of the Facility Lease if in connection therewith the Facility Lessee will be released from its obligation to pay Periodic Rent and Rent, PVRR Amount, Termination Value, except as expressly provided in Section 13 of the Participation Agreement, Amount or Special Event Amount or release the Facility Lessee of its obligation to pay Periodic Rent Rent, PVRR Amount, Termination Amount or Termination Value Special Event Amount or change the absolute and unconditional character of such obligations as set forth in Section 9 of the Facility Lease; (vi) consent to any release of the Guarantor under Section 8.4 of the Calpine Guaranty or (vii) deprive the Indenture Trustee of the Lien on the Indenture Estate or permit the creation of any Lien on the Indenture Estate ranking equally or prior to the Lien of the Indenture Trustee, except for Permitted Liens.