Adjustments to Initial Certificates Sample Clauses

Adjustments to Initial Certificates. The face amount of the initial Applicable Certificates issued to the Initial Purchasers pursuant to the Certificate Purchase Agreement shall represent, in the aggregate for each such Initial Purchaser, the full purchase price to be paid under the Certificate Purchase Agreement by such Initial Purchaser for its Applicable Certificates on all Funding Dates, and such purchase prices in the aggregate for all Initial Purchasers equal the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Accordingly, such face amounts and the Fractional Undivided Interest as set forth in any such initial Applicable Certificate issued to the Initial Purchasers have been determined assuming each Initial Purchaser funds the full maximum amount of its purchase price, and that such purchase price is fully used for the purchase by the Trust of Equipment Notes. If, prior to the Final Prefunding Expiry Date, for any reason any Initial Purchaser does not fund its assumed full purchase price of Applicable Certificates under the Certificate Purchase Agreement, or any such purchase price, once funded, is required to be returned to such Initial Purchaser pursuant to the Certificate Purchase Agreement (any such event, a “Reduction Event” and any such contemplated purchase price amount so not funded by, or so required to be returned to, such Initial Purchaser in connection therewith, the “Reduction Amount”): (i) the face amount of the initial Applicable Certificates issued to such Initial Purchaser shall, effective upon occurrence such Reduction Event, be deemed permanently reduced by such Reduction Amount (on a pro rata basis, if more than one such initial Applicable Certificate has been so issued to such Initial Purchaser); (ii) if the Reduction Amount does not affect all Initial Purchasers on a pro rata basis, the Fractional Undivided Interest represented by each Applicable Certificate shall, effective upon occurrence of such Reduction Event, be correspondingly deemed adjusted (by such amount as confirmed by the Trustee); and (iii) promptly following any such Reduction Event, the Trustee will (A) notify the Company and each Initial Purchaser of the occurrence thereof, the related Reduction Amount and, as to any affected Applicable Certificates, the resulting reductions in face amount and changes to Fractional Undivided Interests, and (B) as to each affected Applicable Certificate, record any such reduction in face amount and cha...