Common use of LOAN PARTICIPANT AND CERTIFICATE HOLDERS Clause in Contracts

LOAN PARTICIPANT AND CERTIFICATE HOLDERS. Notwithstanding Section 16.1, any such Special Structure shall not, and prior to the exercise of its rights thereunder, the Owner Participant shall deliver an officer's certificate to the Pass Through Trustee that provides that any such Special Structure shall not, (a) change the terms and conditions of Loan Participant's, any Note Holder's or any Pass Through Indemnitee's rights and obligations under the Operative Agreements or rights and obligations of holders of Pass Through Certificates, from those which Loan Participant, Note Holders, Pass Through Indemnitees and such Pass Through Certificate holders would otherwise possess or be subject to in the absence of such Special Structure (including, without limitation, the amount and timing of any payment of principal, interest and Make-Whole Amount under the Equipment Notes, the relative rights of the Note Holders with respect to such payments and such holder of Pass Through Certificates and the priority of Mortgagee's Lien on the Trust Indenture Estate under the Trust Indenture) or (b) expose Loan Participant, any such Note Holder, any such Pass Through Indemnitee or any such holder of Pass Through Certificates to any additional risks beyond those to which Loan Participant, such Note Holder, Pass Through Indemnitee or such holder of such Pass Through Certificates would be exposed in the absence of such Special Structure. In addition, in no event shall any Special Structure be permitted unless a written confirmation from the Rating Agencies (as defined in the Note Purchase Agreement) is obtained prior to the implementation of such Special Structure to the effect that such Special Structure will not adversely affect the ratings of the Pass Through Certificates.