Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, and the Trustee (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement or a Note Purchase Agreement in form satisfactory to the Trustee, for any of the following purposes: (1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or (2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein contained; or (3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor or the Company; or (4) to correct or supplement any provision in this Agreement which may be defective or inconsistent with any other provision herein or in any Trust Supplement or to make any other provisions with respect to matters or questions arising under this Agreement, provided that any such action shall not adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistake; or (5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or (6) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.09; or (7) to make any other amendments or modifications hereto, provided such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued.
Appears in 9 contracts
Samples: Pass Through Trust Agreement (Northwest Airlines Inc /Mn), Pass Through Trust Agreement (Northwest Airlines Inc /Mn), Pass Through Trust Agreement (Northwest Airlines Inc /Mn)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, may and the Trustee (subject to Section 9.03) shall, at any time and from time to timetime (and at the sole cost and expense of the Company), enter into one or more agreements supplemental hereto or, if applicable, to the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement or a Note Purchase Agreement the Liquidity Facility in form and substance satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or in the Guarantor herein containedNote Purchase Agreement; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement or in the Note Purchase Agreement conferred upon the Guarantor or the Company; or
(43) to correct or supplement any provision in this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement or the Liquidity Facility which may be defective or inconsistent with any other provision herein of this Agreement, the Deposit Agreement, the Escrow Agreement, the Note Purchase Agreement, the Intercreditor Agreement or in any Trust Supplement Liquidity Facility, as applicable, or to make cure any ambiguity or to modify any other provisions with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Intercreditor Agreement or the Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) as provided in the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility or to comply with any requirement of the Commission, any applicable law, rules or regulations of any series; exchange or to cure quotation system on which the Certificates are listed, or any ambiguity or correct any mistake; orregulatory body;
(5) to modify, eliminate or add to the provisions of this Agreement, the Deposit Agreement, the Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facility to such extent as shall be necessary to qualify or continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal federal statute hereafter enactedenacted after the execution of this Agreement, and to add to this Agreement, the Deposit Agreement, the Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facility such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; orand
(6) to evidence and provide for the acceptance of appointment under this Agreement, the Deposit Agreement, the Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement by or the Liquidity Facility of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, the Deposit Agreement, the Escrow Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder Trust under this Agreement by more than one Trustee, pursuant to provided that in each case, such modification or supplement does not adversely affect the requirements status of Section 7.09; or
(7) to make any other amendments or modifications heretothe Trust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Code for U.S. federal income tax purposes.
Appears in 8 contracts
Samples: Pass Through Trust Agreement (Midway Airlines Corp), Pass Through Trust Agreement (Midway Airlines Corp), Pass Through Trust Agreement (Midway Airlines Corp)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, and the Trustee (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Indenture, the Lease, the Participation Agreement, Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or a Note Purchase Agreement the Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor contained herein containedor in each of the other related documents to which Company or the Guarantor is a party; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement, the Note Purchase Agreement, the Intercreditor Agreement or any Liquidity Facility conferred upon the Guarantor or the Company; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or the Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make modify any other provisions with respect to matters or questions arising under this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or the Liquidity Facility, provided that any such action shall not adversely affect the interests of the Certificateholders of any seriesCertificateholders; or to cure any ambiguity or correct any mistakemistake in such documents, or as provided in the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in the Intercreditor Agreement); or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, or any regulatory body; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.09; or
(7) if with respect to make any other amendments Owned Aircraft the Company issues "class D" pass through certificates, to modify, eliminate or modifications hereto, provided add to the provisions of this Agreement to the extent necessary to provide for the subordination of such amendments or modifications "class D" pass through certificates to the Certificates; PROVIDED that no such action described in this Section 9.01 shall only apply to Certificates materially adversely affect the interests of one or more series to be thereafter issuedthe Certificateholders.
Appears in 8 contracts
Samples: Pass Through Trust Agreement (Amtran Inc), Pass Through Trust Agreement (Amtran Inc), Pass Through Trust Agreement (Amtran Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, and the Trustee (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Indenture, the Lease, the Participation Agreement, Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or a Note Purchase Agreement the Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor contained herein containedor in each of the other related documents to which Company or the Guarantor is a party; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement, the Note Purchase Agreement, the Intercreditor Agreement or any Liquidity Facility conferred upon the Guarantor or the Company; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or the Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make modify any other provisions with respect to matters or questions arising under this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or the Liquidity Facility, provided that any such action shall not adversely affect the interests of the Certificateholders of any seriesCertificateholders; or to cure any ambiguity or correct any mistakemistake in such documents, or as provided in the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in the Intercreditor Agreement); or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, or any regulatory body; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.09; or
(7) if with respect to make any other amendments Owned Aircraft the Company issues "class D" pass through certificates, to modify, eliminate or modifications hereto, add to the provisions of this Agreement to the extent necessary to provide for the subordination of such "class D" pass through certificates to the Certificates; provided that no such amendments or modifications action described in this Section 9.01 shall only apply to Certificates materially adversely affect the interests of one or more series to be thereafter issuedthe Certificateholders.
Appears in 4 contracts
Samples: Pass Through Trust Agreement (Amtran Inc), Pass Through Trust Agreement (Amtran Inc), Pass Through Trust Agreement (Amtran Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement, the Policy Provider Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakeCertificateholders; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 3 contracts
Samples: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or a Note Purchase Agreement Liquidity Facility, in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under any Intercreditor Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, any Intercreditor Agreement or the Companyany Liquidity Facility; or
(4) to correct or supplement any provision in this Agreement, any Intercreditor Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement or any Liquidity Facility, PROVIDED, HOWEVER, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement or any Liquidity Facility; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(6) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility to such extent as shall be necessary to continue the qualification of this Agreement, any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement or any Liquidity Facility such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(67) to evidence and provide for the acceptance of appointment under this Agreement, any Intercreditor Agreement or any Liquidity Facility by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(78) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9) to make any other amendments or modifications hereto, provided PROVIDED, HOWEVER, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; PROVIDED, HOWEVER, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 3 contracts
Samples: Pass Through Trust Agreement (Continental Airlines Inc /De/), Pass Through Trust Agreement (Continental Airlines Inc /De/), Pass Through Trust Agreement (Continental Airlines Inc /De/)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or a Note Purchase Agreement Liquidity Facility, in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, any Intercreditor Agreement or the Companyany Liquidity Facility; or
(4) to correct or supplement any provision in this Agreement, any Intercreditor Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement or any Liquidity Facility; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(6) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility to such extent as shall be necessary to continue the qualification of this Agreement, any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement or any Liquidity Facility such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(67) to evidence and provide for the acceptance of appointment under this Agreement, any Intercreditor Agreement or any Liquidity Facility by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(78) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9) to make any other amendments or modifications hereto, provided provided, however, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 3 contracts
Samples: Pass Through Trust Agreement (Continental Airlines Inc /De/), Pass Through Trust Agreement (United Air Lines Inc), Pass Through Trust Agreement (United Air Lines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any 55 -50- regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or Agreement, a Note Purchase Agreement in form satisfactory to the TrusteeAgreement, a Liquidity Facility or a Guarantee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b)) or to add, or to change or eliminate, any provision effecting a series of Certificates not yet issued, including to make appropriate provisions for a Guarantee; or
(2) to evidence the succession of another corporation Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement, any Note Purchase Agreement, or any Liquidity Facility or, if applicable, to evidence the succession of another Person to the Parent and the assumption by any such successor of the covenants of the Parent contained in this Agreement or of the Parent’s obligations under any Guarantee; or
(3) to add to the covenants of the Guarantor Company or the Company Parent for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company or the CompanyParent in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement, any Liquidity Facility or any Guarantee; or
(4) to correct or supplement any provision in this Agreement Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Guarantee which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Guarantee, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Guarantee; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(6) to modify, eliminate or add to the provisions of this Agreement Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Guarantee to such extent as shall be necessary to continue or obtain the qualification of this Agreement (including Agreement, any supplemental agreement) Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Guarantee under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Guarantee such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(67) to evidence and provide for the acceptance of appointment under this Agreement Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Guarantee by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Guarantee as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(78) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9) to add to or change any of the provisions of the Certificate of any series or this Agreement to such extent as shall be necessary to facilitate the issuance of Certificates of such series in bearer form or to facilitate or provide for the issuance of Certificates of such series in global form in addition to or in place of Certificates in certificated form; or
(10) to provide for the delivery of agreements supplemental to this Agreement or the Certificates of any series in or by any means of any computerized, electronic or other medium, including without limitation by computer diskette; or
(11) to correct or supplement the description of any property constituting property of the Trust; or
(12) to modify, eliminate or add to the provisions of this Basic Agreement, any Trust Supplement or any applicable Note Purchase Agreement in order to reflect the substitution of a Substitute Aircraft for any Aircraft; or
(13) to comply with any requirement of the SEC in connection with the qualification of this Agreement, any Guarantee or any other agreement or instrument related to the Certificates of any series under the Trust Indenture Act; or
(14) to make any other amendments or modifications hereto, provided provided, however, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Trust Supplement (American Airlines Inc), Pass Through Trust Agreement (Us Airways Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Continental Airlines Inc /De/), Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or a Note Purchase Agreement Liquidity Facility, in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, any Intercreditor Agreement or the Companyany Liquidity Facility; or
(4) to correct or supplement any provision in this Agreement, any Intercreditor Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement or any Liquidity Facility; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including comply with any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) requirement of the Trust Indenture Act as in effect at SEC, any applicable law, rules or regulations of any exchange or quotation system on which the date as Certificates of which this instrument was executed any series are listed or of any corresponding provision in any similar Federal statute hereafter enactedregulatory body; or
(6) [intentionally omitted]; or
(7) to evidence and provide for the acceptance of appointment under this Agreement, any Intercreditor Agreement or any Liquidity Facility by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(78) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9) to make any other amendments or modifications hereto, provided provided, however, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Sun Country Airlines Holdings, Inc.), Pass Through Trust Agreement (Sun Country Airlines Holdings, Inc.)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or Agreement, a Note Purchase Agreement in form satisfactory to the TrusteeAgreement, a Liquidity Facility or a Parent Guarantee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b)) or to add, or to change or eliminate, any provision affecting a series of Certificates not yet issued, including to make appropriate provisions for a Parent Guarantee; or
(2) to evidence the succession of another corporation Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company contained in this Agreement or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility or, if applicable, to evidence the succession of another Person to the Parent and the assumption by any such successor of the covenants of the Parent contained in this Agreement or of the Parent’s obligations under any Parent Guarantee; or
(3) to add to the covenants of the Guarantor Company or the Company Parent for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company or the CompanyParent in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee; or
(4) to cure any ambiguity or to correct any mistake or supplement inconsistency contained in the Certificates of any provision series, in this Basic Agreement which may be defective or inconsistent with in any related Trust Supplement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee; or
(5) to make or modify any other provision herein or in any Trust Supplement or to make any other provisions with respect regard to matters or questions arising under the Certificates of any series, this Basic Agreement or any related Trust Supplement, any Intercreditor Agreement, provided any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee as the Company may deem necessary or desirable and that any such action shall will not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakerelated Certificateholders; or
(56) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(7) to modify, eliminate or add to the provisions of this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee to such extent as shall be necessary to continue or obtain the qualification of this Agreement (including any supplemental agreement) ), any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) 8) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee under this Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility or any Parent Guarantee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee as shall be necessary to provide for or facilitate the administration of the Trusts Trust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.097.10, or to provide multiple Liquidity Facilities with respect to one or more Trusts; or
(79) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(10) to add to or change any of the provisions of the Certificates of any series, this Basic Agreement or any Trust Supplement to such extent as shall be necessary to facilitate the issuance of Certificates of such series in bearer form or to facilitate or provide for the issuance of Certificates of such series in global form in addition to or in place of Certificates in certificated form; or
(11) to provide for the delivery of agreements supplemental hereto or the Certificates of any series in or by any means of any computerized, electronic or other medium, including without limitation by computer diskette; or
(12) to correct or supplement the description of any property constituting property of such Trust; or
(13) to modify, eliminate or add to the provisions of this Basic Agreement, any Trust Supplement or any applicable Note Purchase Agreement in order to reflect the substitution of a Substitute Aircraft for any aircraft; or
(14) to comply with any requirement of the SEC in connection with the qualification of this Agreement, any Parent Guarantee or any other agreement or instrument related to the Certificates of any series under the Trust Indenture Act; or
(15) to make any other amendments or modifications hereto, provided that such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued; provided, however, that, except to the extent otherwise provided in the applicable supplemental agreement, unless there shall have been obtained from each Rating Agency written confirmation that such supplemental agreement would not result in a reduction of the rating for any class of Certificates below the then current rating for such class of Certificates or a withdrawal or suspension of the rating of any class of Certificates, the Company shall provide the Trustee with an opinion of counsel (i) if an Event of Default shall have occurred and be continuing, to the effect that such supplemental agreement will not cause the Trust to become an association taxable as a corporation for United States federal income tax purposes or (ii) in other circumstances, to the effect that such supplemental agreement will not cause the Trust to be treated as other than a grantor trust for United States federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (American Airlines Inc), Pass Through Trust Agreement (American Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or Agreement, a Note Purchase Agreement or a Liquidity Facility, in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, any Intercreditor Agreement or the Companyany Liquidity Facility; or
(4) to correct or supplement any provision in this Agreement, any Intercreditor Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement or any Liquidity Facility; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(6) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility to such extent as shall be necessary to continue the qualification of this Agreement, any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement or any Liquidity Facility such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(67) to evidence and provide for the acceptance of appointment under this Agreement, any Intercreditor Agreement or any Liquidity Facility by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(78) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9) to make any other amendments or modifications hereto, provided provided, however, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement, Pass Through Trust Agreement (Spirit Airlines, Inc.)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the CertificateholdersCertificateholders of any series, the Guarantor and the Company maymay (but shall not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to any Intercreditor Agreement, the Intercreditor Agreement or a Note Purchase Agreement or any Liquidity Facility in form reasonably satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or;
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company contained herein or of the Guarantor herein contained; orCompany's obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility;
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement, any Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility conferred upon the Guarantor or the Company; or;
(4) (a) to correct or supplement any provision in this Agreement, any Intercreditor Agreement, the Note Purchase Agreement which or any Liquidity Facility that may be defective or inconsistent with any other provision herein or in any Trust Supplement Supplement, (b) to cure any ambiguity or correct any mistake or (c) to make modify any other provisions provision with respect to matters or questions arising under this Agreement, any Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistake; or;
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or;
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee or a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.097.10;
(7) to provide the information required under Sections 7.12 and 12.03 as to the Trustee;
(8) to modify or eliminate provisions relating to the effectiveness of the Registration Statement;
(9) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body;
(10) to add to or change any of the provisions of this Agreement or any Trust Supplement to such extent as shall be necessary to facilitate the issuance of Certificates in bearer form or to facilitate or provide for the issuance of Certificates global form in addition to or in place of Certificates in certificated form; or
(711) to make or modify any other provision in regard to matters or questions arising under this Basic Agreement or any related Trust Supplement, any Intercreditor Agreement or any Liquidity Facility as the Company may deem necessary or desirable and that will not materially adversely affect the interests of the related Certificateholders;
(12) to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Indenture or any Liquidity Facility with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.10;
(13) to provide the information required under Section 7.12 and Section 12.03 as to the Trustee;
(14) to provide for the delivery of agreements supplemental hereto or the Certificates of any series in or by any means of any computerized, electronic or other medium, including without limitation by computer diskette;
(15) to correct or supplement the description of any property constituting property of such Trust;
(16) to modify, eliminate or add to the provisions of this Basic Agreement or any Trust Supplement in order to reflect the substitution of a Substitute Aircraft for any aircraft; or
(17) to make any other amendments or modifications hereto, provided that such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued; provided, however, that no such supplemental agreement shall cause any Trust to become an association taxable as a corporation for United States federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (United Air Lines Inc), Pass Through Trust Agreement (United Air Lines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor The Company and the Company may, and the Pass Through Trustee (subject to Section 9.03) shall, at any time and from time to time, may enter into an agreement or agreements supplemental hereto or to any applicable Intercreditor Agreement or Liquidity Facility for one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement or a Note Purchase Agreement in form satisfactory to the Trustee, for any of the following purposes:
(1a) to provide for the formation of a any Pass Through Trust, the issuance of a series of certificates the related Series and the other matters contemplated by Section 2.01(b); or) hereof;
(2b) to evidence the succession of another corporation to the Company Company, or the Guarantor successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company or the Guarantor herein contained; orand in each Series Supplement;
(3c) to add to the covenants of the Guarantor Company such further covenants, restrictions, conditions or provisions as the Company Pass Through Trustee shall consider to be for the benefit protection of the Certificateholders of any series, or Series;
(d) to surrender any right or power in this Agreement conferred upon the Guarantor Company herein or the Company; orin any Series Supplement;
(4e) to cure any ambiguity or to correct any mistake or supplement any provision contained herein or in this any Series Supplement, any Intercreditor Agreement which or any Liquidity Facility that may be defective or inconsistent with any other provision contained herein or in any Trust Supplement such Series Supplement, Intercreditor Agreement or Liquidity Facility;
(f) to make modify any other provisions with respect in regard to matters or questions arising under this AgreementPass Through Agreement or under any Series Supplement, provided any Intercreditor Agreement and any Liquidity Facility as the Company may deem necessary or desirable and that any such action shall will not adversely affect the interests of the Certificateholders related Certificateholders;
(g) to correct or amplify the description of any series; property at any time that constitutes Trust Property or better to cure assure, convey and confirm unto the Pass Through Trustee any ambiguity or correct such property to be included in any mistake; orsuch Trust Property;
(5h) to evidence and provide for the acceptance and appointment under this Pass Through Agreement by the Pass Through Trustee or a successor trustee with respect to one or more Pass Through Trusts and to add to or change any of the provisions hereof as may be necessary to provide for or facilitate the administration of one or more Pass Through Trusts by more than one trustee, pursuant to the requirements of Section 10.03 hereof;
(i) to modify, eliminate or add to the provisions of this Pass Through Agreement or any Series Supplement to such the extent as shall be necessary to continue the qualification of this Pass Through Agreement or such Series Supplement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal federal statute hereafter enactedenacted after the date hereof, and to add to this Pass Through Agreement or any Series Supplement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at on the date as of which this instrument was executed hereof or any corresponding provision in any similar Federal federal statute hereafter enacted; orenacted after the date hereof;
(6) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.09; or
(7j) to make any other amendments or modifications heretoto this Pass Through Agreement, provided such amendments or modifications shall only apply to Certificates of one or more series Series to be thereafter issuedissued after the date of such amendment or modification; or
(k) to add, eliminate or change any provision hereunder so long as such action shall not adversely affect the interests of the Certificateholders of any Series; provided that no such supplemental agreement shall cause any Pass Through Trust to become taxable as an association for U.S. federal income tax purposes. The Pass Through Trustee is hereby authorized to join in the execution of any such supplemental agreement, to make any further appropriate agreements and stipulations that may be contained therein and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Pass Through Trustee shall not be obligated to enter into any such supplemental agreement that adversely affects the Pass Through Trustee's own rights, duties or immunities under this Pass Through Agreement, any Series Supplement or otherwise, whether in its official or individual capacity. Any supplemental agreement contemplated by this Section 11.01 may be executed without the consent of the Certificateholders of the Outstanding Pass Through Certificates of any Series, notwithstanding any of the provisions of Section 11.02 hereof.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Federal Express Corp), Pass Through Trust Agreement (Federal Express Corp)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the CertificateholdersCertificateholders of any ------------------ series, the Guarantor and the Companies (provided that supplemental agreements that only affect one or more specific Trusts shall only be entered into by the Applicable Company or Companies for such Trust or Trusts) may, and the Trustee (subject to Section 9.039.3) shall, at any time and from time to time, time enter into one or more agreements supplemental hereto orhereto, if applicable, to the Intercreditor Agreement or a Note Purchase Agreement in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b2.1(b); or
(2) to evidence the succession of another corporation to the Guarantor or such Company or the Guarantor and the assumption by any such successor of the covenants of the Guarantor or such Company or the Guarantor herein containedcontained in this Agreement; or
(3) to add to the covenants of the Guarantor or the Applicable Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor or the Applicable Company; or
(4) to correct or supplement any provision or to cure any ambiguity in this Agreement which that may be defective or inconsistent with any other provision herein or in any Trust Supplement Supplement, or to make any other provisions with respect to matters or questions arising under this Agreement, provided that any such action shall not adversely affect the -------- interests of the Certificateholders of any series; series of Certificates Outstanding or to cure any ambiguity or correct any mistake; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and or to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.097.9;
(7) to correct or supplement the description of any property constituting property of such Trust; or
(7) 8) to make any other amendments or modifications hereto, provided -------- such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Mobil Marine Finance Co I Inc), Pass Through Trust Agreement (Mobil Marine Finance Co I Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement, the Policy Provider Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or Agreement, a Note Purchase Agreement or a Liquidity Facility, in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, any Intercreditor Agreement or the Companyany Liquidity Facility; or
(4) to correct or supplement any provision in this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(6) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility to such extent as shall be necessary to continue the qualification of this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(67) to evidence and provide for the acceptance of appointment under this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(78) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9) to make any other amendments or modifications hereto, provided provided, however, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Us Airways Inc), Pass Through Trust Agreement (Us Airways Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakeCertificateholders; or
(54) to modifycomply with any requirement of the SEC, eliminate any applicable law, rules or add to regulations of any exchange or quotation system on which the provisions of this Certificates are listed, any regulatory body or the Registration Rights Agreement to such extent as shall be necessary to continue effectuate the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enactedExchange Offer; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or Agreement, a Note Purchase Agreement or a Liquidity Facility, in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement or the Companyany Liquidity Facility; or
(4) to correct or supplement any provision in this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(6) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility to such extent as shall be necessary to continue the qualification of this Agreement, any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(67) to evidence and provide for the acceptance of appointment under this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(78) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9) to make any other amendments or modifications hereto, provided provided, however, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Ual Corp /De/), Pass Through Trust Agreement (United Air Lines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including 55 -50- any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or a Note Purchase Agreement Liquidity Facility, in form satisfactory to the Trustee, or a Guarantee for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement or any Liquidity Facility or, if applicable, to evidence the succession of another Person to the Parent and the assumption by any such successor of the covenants of the Parent contained in this Agreement or of the Parent’s obligations under any Guarantee; or
(3) to add to the covenants of the Guarantor Company or the Company Parent for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company or the CompanyParent in this Agreement, any Intercreditor Agreement, any Liquidity Facility or any Guarantee; or
(4) to correct or supplement any provision in this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Guarantee which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement, any Liquidity Facility or any Guarantee, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement, any Liquidity Facility or any Guarantee; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(6) to modify, eliminate or add to the provisions of this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Guarantee to such extent as shall be necessary to continue the qualification of this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Guarantee (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Guarantee such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(67) to evidence and provide for the acceptance of appointment under this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Guarantee by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Guarantee as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(78) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9) to make any other amendments or modifications hereto, provided provided, however, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Hawaiian Holdings Inc), Pass Through Trust Agreement (Hawaiian Holdings Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Policy, the Policy Provider Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany’s obligations under the Note Purchase Agreement, the Policy Provider Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Policy, the Policy Provider Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakeCertificateholders; or
(54) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(65) to evidence and provide for the acceptance of appointment under this thus Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(76) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Jetblue Airways Corp), Pass Through Trust Agreement (Jetblue Airways Corp)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Policy, the Policy Provider Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany’s obligations under the Note Purchase Agreement, the Policy Provider Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Policy, the Policy Provider Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakeCertificateholders; or
(54) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(65) to evidence and provide for the acceptance of appointment under this thus Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(76) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Jetblue Airways Corp), Pass Through Trust Agreement (Jetblue Airways Corp)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, and the Trustee (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Indenture, the Lease, the Participation Agreement, Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or a Note Purchase Agreement the Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor contained herein containedor in each of the other related documents to which the Company or the Guarantor is a party or of the Company's or the Guarantor's obligations under the Note Purchase Agreement, the Registration Rights Agreement, the Policy Provider Agreement or the Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or the Liquidity Facility conferred upon the Guarantor or the Company; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, Registration Rights Agreement, the Policy, the Policy Provider Agreement or the Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, Registration Rights Agreement, the Policy, the Policy Provider Agreement or the Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any seriesCertificateholders; or to cure any ambiguity or correct any mistakemistake in such documents, or as provided in the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in the Intercreditor Agreement); or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, or any regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.09;
(7) if with respect to any Owned Aircraft the Company issues "class D" pass through certificates, to modify, eliminate or add to the provisions of this Agreement to the extent necessary to provide for the subordination of such "class D" pass through certificates to the Certificates; or
(78) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) to make any other amendments or modifications hereto, effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided that no such amendments or modifications action described in this Section 9.01 shall only apply to Certificates materially adversely affect the interests of one or more series to be thereafter issuedthe Certificateholders.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Amtran Inc), Pass Through Trust Agreement (Amtran Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, and the Pass Through Trustee (at the Company's direction and subject to Section 9.03) shallmay, at any time and from time to time, time enter into one or more agreements supplemental hereto orthat supplement or amend this Agreement, if applicableany Guarantee or any Participation Agreement, to as the Intercreditor Agreement or a Note Purchase Agreement case may be, in form satisfactory to the Pass Through Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation entity to the Company or the Guarantor and the assumption by any such successor of the covenants obligations of the Company or the Guarantor herein contained; or;
(32) to add to the covenants of the Guarantor or the Company in this Agreement for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement herein conferred upon the Guarantor or the Company; or;
(43) to correct or supplement any provision in this Agreement which may be defective or inconsistent with any other provision herein or in any Trust Supplement this Agreement or to make cure any ambiguity or correct any mistake in this Agreement;
(4) subject to Rating Agency Confirmation, to modify or eliminate or include any other provisions with respect to matters or questions arising under this Agreement, provided that any such action shall not adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistake; or;
(5) to correct or amplify the description of property that constitutes Trust Property or the conveyance of the Trust Property to the Pass Through Trustee;
(6) to evidence and provide for a successor Pass Through Trustee;
(7) at any time that the Certificates shall be subject to the Trust Indenture Act, to modify, eliminate or add to the provisions of this Agreement to such the extent as shall be necessary to continue the qualification of qualify this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and or to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted;
(8) to comply with any requirement of the Commission, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer or the effectiveness of the Shelf Registration Statement;
(9) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; or
(610) subject to Rating Agency Confirmation, to evidence the succession of another entity to Royal Ahold and provide for the acceptance assumption by any such successor of appointment the obligations of Royal Ahold under this Agreement by a successor Trustee any of the Guarantees or the Registration Rights Agreement;
(11) subject to Rating Agency Confirmation, to correct or supplement any provision in any Guarantee which may be defective or inconsistent with any other provision in such Guarantee or to cure any ambiguity or correct any mistake in any Guarantee or to modify or eliminate or include any other provisions with respect to one matters or more Trusts and questions arising under any Guarantee, provided that the consent of each Noteholder is not required with respect to add to such proposed correction, supplement, modification, elimination or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, inclusion pursuant to paragraph (cc) following the requirements granting clauses of Section 7.09any Indenture; or
(712) so long as the consent of each Noteholder is not required with respect to such proposed amendment, modification, supplement, consent or waiver pursuant to paragraph (cc) following the granting clauses of any Indenture, to make any other amendments amendment, modification, supplement, consent or modifications heretowaiver under any Participation Agreement, provided that the Pass Through Trustee shall receive either (i) an Opinion of Counsel that any such amendments amendment, modification, supplement, consent or modifications waiver shall only apply not have a materially adverse effect on the interest of the Certificateholders or (ii) Rating Agency Confirmation; provided that in each case such supplemental agreement or amendment must not cause the Pass Through Trust to Certificates become taxable as an "association" within the meaning of one Treasury Regulation Sections 301.7701-2 or more series 301.7701-3 or to be thereafter issuedfail to qualify as a "grantor trust" within the meaning of Subpart E of Part I of Subchapter J of Chapter 1 of the Code.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Royal Ahold), Pass Through Trust Agreement (Royal Ahold)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, and the Trustee (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Indenture, the Lease, the Participation Agreement, Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement, the Delayed Funding Implementation Agreement or a Note Purchase Agreement the Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor contained herein containedor in each of the other related documents to which the Company or the Guarantor is a party or of the Company's or the Guarantor's obligations under the Note Purchase Agreement, the Registration Rights Agreement, the Delayed Funding Implementation Agreement or the Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Delayed Funding Implementation Agreement or the Liquidity Facility conferred upon the Guarantor or the Company; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement, the Delayed Funding Implementation Agreement or the Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement, the Delayed Funding Implementation Agreement or the Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any seriesCertificateholders; or to cure any ambiguity or correct any mistakemistake in such documents, or as provided in the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in the Intercreditor Agreement); or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, or any regulatory body or the Registration Rights Agreement or the Delayed Funding Implementation Agreement to effectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to qualify, or to continue the qualification of of, this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.09; or
(7) if with respect to make any other amendments Owned Aircraft any "Class C" pass through certificates are issued, to modify, eliminate or modifications heretoadd to the provisions of this Agreement to the extent necessary to provide for the subordination of such "Class C" pass through certificates to the Certificates; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon the consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided that no such action described in this Section 9.01 shall adversely affect the interests of the Certificateholders. Notwithstanding any provision of this Agreement, upon and simultaneously with the issuance of the Additional Certificates (as defined in the Delayed Funding Implementation Agreement), this Agreement shall be forthwith amended as provided such amendments or modifications shall only apply to Certificates in the Delayed Funding Implementation Agreement, without any need for further action on the part of one or more series to be thereafter issuedany party hereto and without any consent of any of the Certificateholders.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Ata Holdings Corp), Pass Through Trust Agreement (Ata Holdings Corp)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or Agreement, a Note Purchase Agreement in form satisfactory to the TrusteeAgreement, a Liquidity Facility or a Parent Guarantee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b)) or to add, or to change or eliminate, any provision effecting a series of Certificates not yet issued, including to make appropriate provisions for a Parent Guarantee; or
(2) to evidence the succession of another corporation Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under any Intercreditor Agreement, any Note Purchase Agreement, or any Liquidity Facility or, if applicable, to evidence the succession of another Person to the Parent and the assumption by any such successor of the covenants of the Parent contained in this Agreement or of the Parent's obligations under any Parent Guarantee; or
(3) to add to the covenants of the Guarantor Company or the Company Parent for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company or the CompanyParent in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee; or
(4) to correct or supplement any provision in this Agreement Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(6) to modify, eliminate or add to the provisions of this Agreement Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or Parent Guarantee to such extent as shall be necessary to continue or obtain the qualification of this Agreement (including Agreement, any supplemental agreement) Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(67) to evidence and provide for the acceptance of appointment under this Agreement Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(78) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9) to add to or change any of the provisions of the Certificate of any series or this Agreement to such extent as shall be necessary to facilitate the issuance of Certificates of such series in bearer form or to facilitate or provide for the issuance of Certificates of such series in global form in addition to or in place of Certificates in certificated form; or
(10) to provide for the delivery of agreements supplemental to this Agreement or the Certificates of any series in or by any means of any computerized, electronic or other medium, including without limitation by computer diskette; or
(11) to correct or supplement the description of any property constituting property of such Trust; or
(12) to modify, eliminate or add to the provisions of this Basic Agreement, any Trust Supplement or any applicable Note Purchase Agreement in order to reflect the substitution of a Substitute Aircraft for any aircraft; or
(13) to comply with any requirement of the SEC in connection with the qualification of this Agreement, any Parent Guarantee or any other agreement or instrument related to the Certificates of any series under the Trust Indenture Act; or
(14) to make any other amendments or modifications hereto, provided provided, however, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein contained; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Companyany Liquidity Facility; or
(43) ambiguity or correct any mistake or to correct or supplement any provision in this Agreement which may be defective or inconsistent with modify any other provision herein or in any Trust Supplement or to make any other provisions with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Registration Rights Agreement or a Note Purchase Agreement the Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of 73 -66- the covenants of the Company herein contained or of the Company's obligations under the Registration Rights Agreement or the Guarantor herein containedLiquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Registration Rights Agreement or the CompanyLiquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Registration Rights Agreement or the Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Intercreditor Agreement, the Registration Rights Agreement or the Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or, as provided in the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in the Intercreditor Agreement); or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the 74 -67- provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Continental Airlines Inc /De/)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Note Purchase Agreement, the Policy, the Policy Provider Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2a) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Policy Provider Agreement or any Liquidity Facility; or
(3b) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Policy, the Policy Provider Agreement or the Companyany Liquidity Facility; or
(4c) (i) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Note Purchase Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any seriesCertificateholders; or (ii) as provided in the Intercreditor Agreement, to cure any ambiguity give effect to or correct any mistakeprovide for a Replacement Facility (provided that, in the case of the preceding clauses (i) and (ii), the Policy Provider shall have consented to such amendment or supplement); or
(5d) To comply with any requirements of the Commission, any applicable law, rule or regulation of any exchange or quotation system on which the Certifcates are listed, or of any regulatory body; or
(e) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6f) to evidence and provide for the acceptance of appointment under this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities, the Policy or the Policy Provider Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of under this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities, the Policy or the Policy Provider Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7g) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Jetblue Airways Corp)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Policy, the Policy Provider Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Policy Provider Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Policy, the Policy Provider Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakeCertificateholders; or
(54) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.09; or
(7) to make any other amendments or modifications hereto, provided such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Jetblue Airways Corp)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required 56 -50- to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or a Note Purchase Agreement Liquidity Facility, in form satisfactory to the Trustee, for any of the following purposes:
(1a) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b)2.01; or
(2b) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under any Intercreditor Agreement or any Liquidity Facility; or
(3c) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, any Intercreditor Agreement or the Companyany Liquidity Facility; or
(4d) to correct or supplement any provision in this Agreement, any Intercreditor Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement or any Liquidity Facility; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in the Intercreditor Agreement); or
(5e) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including comply with any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) requirement of the Trust Indenture Act as in effect at SEC, any applicable law, rules or regulations of any exchange or quotation system on which the date as Certificates of which this instrument was executed any series are listed or of any corresponding provision in any similar Federal statute hereafter enactedregulatory body; or
(6g) to evidence and provide for the acceptance of appointment under this Agreement, any Intercreditor Agreement or any Liquidity Facility by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7h) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(i) to make any other amendments or modifications hereto, provided provided, however, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, and the Trustee (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement or a Note Purchase Agreement in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement, the Policy Provider Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, and the Trustee (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the any Intercreditor Agreement, any Refunding Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein contained; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor or the Company; or
(4) to correct or supplement any provision in this Agreement Agreement, any Intercreditor Agreement, any Refunding Agreement, any Liquidity Facility or any Indenture which may be defective or inconsistent with any other provision herein or in any Trust Supplement or to make cure any ambiguity, correct any mistake or to modify any other provisions with respect to matters or questions arising under this Agreement, any Intercreditor Agreement, any Refunding Agreement, any Liquidity Facility or any Indenture, provided that any such action shall not adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistake; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.09; or
(7) to make any other amendments or modifications hereto, provided such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. The Trustee shall be entitled to rely upon an Opinion of Counsel to such effect.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or a Note Purchase Agreement Liquidity Facility, in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, any Intercreditor Agreement or the Companyany Liquidity Facility; or
(4) to correct or supplement any provision in this Agreement, any Intercreditor Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement or any Liquidity Facility; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(6) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility to such extent as shall be necessary to continue the qualification of this Agreement, any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement or any Liquidity Facility such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(67) to evidence and provide for the acceptance of appointment under this Agreement, any Intercreditor Agreement or any Liquidity Facility by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or (8) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(7) to make any other amendments or modifications hereto, provided such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Spirit Airlines, Inc.)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, and the Trustee (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Indenture, the Lease, the Participation Agreement, Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement the Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor contained herein containedor in each of the other related documents to which the Company or the Guarantor is a party or of the Company's or the Guarantor's obligations under the Note Purchase Agreement, the Registration Rights Agreement or the Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Liquidity Facility conferred upon the Guarantor or the Company; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, Registration Rights Agreement or the Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, Registration Rights Agreement or the Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any seriesCertificateholders; or to cure any ambiguity or correct any mistakemistake in such documents, or as provided in the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in the Intercreditor Agreement); or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, or any regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.09;
(7) if with respect to any Owned Aircraft the Company issues "class D" pass through certificates, to modify, eliminate or add to the provisions of this Agreement to the extent necessary to provide for the subordination of such "class D" pass through certificates to the Certificates; or
(78) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) to make any other amendments or modifications hereto, effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided that no such amendments or modifications action described in this Section 9.01 shall only apply to Certificates materially adversely affect the interests of one or more series to be thereafter issuedthe Certificateholders.
Appears in 1 contract
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement Agreement, a Participation Agreement, a Liquidity Facility or a Note Purchase Agreement in form satisfactory to the TrusteeParent Guarantee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b)) or to add, or to change or eliminate, any provision affecting a series of Certificates not yet issued, including to make appropriate provisions for a Parent Guarantee; or
(2) to evidence the succession of another corporation Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company contained in this Agreement or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement, any Participation Agreement, any Liquidity Facility or, if applicable, to evidence the succession of another Person to the Parent and the assumption by any such successor of the covenants of the Parent contained in this Agreement or of the Parent’s obligations under any Parent Guarantee; or
(3) to add to the covenants of the Guarantor Company or the Company Parent for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company or the CompanyParent in this Agreement, any Participation Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee; or
(4) to cure any ambiguity or to correct any mistake or supplement inconsistency contained in the Certificates of any provision series, in this Basic Agreement which may be defective or inconsistent with in any related Trust Supplement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee; or
(5) to make or modify any other provision herein or in any Trust Supplement or to make any other provisions with respect regard to matters or questions arising under the Certificates of any series, this Basic Agreement or any related Trust Supplement, any Intercreditor Agreement, provided any Liquidity Facility or any Parent Guarantee as the Company may deem necessary or desirable and that any such action shall will not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakerelated Certificateholders; or
(56) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(7) to modify, eliminate or add to the provisions of this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee to such extent as shall be necessary to continue or obtain the qualification of this Agreement (including any supplemental agreement) ), any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) 8) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee under this Agreement, any Intercreditor Agreement, any Participation Agreement, any Indenture, any Liquidity Facility or any Parent Guarantee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee as shall be necessary to provide for or facilitate the administration of the Trusts Trust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.097.10 or to provide multiple Liquidity Facilities with respect to one or more Trusts; or
(79) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(10) to add to or change any of the provisions of the Certificates of any series, this Agreement or any Trust Supplement to such extent as shall be necessary to facilitate the issuance of Certificates of such series in bearer form or to facilitate or provide for the issuance of Certificates of such series in global form in addition to or in place of Certificates of such series in certificated form; or
(11) to provide for the delivery of agreements supplemental hereto or the Certificates of any series in or by any means of any computerized, electronic or other medium, including without limitation by computer diskette; or
(12) to correct or supplement the description of any property constituting property of such Trust; or
(13) to modify, eliminate or add to the provisions of this Basic Agreement or any Trust Supplement in order to reflect the substitution of a Substitute Aircraft for any aircraft; or
(14) to make any other amendments or modifications hereto, provided that such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued; provided, however, that, no such supplemental agreement shall cause any Trust to fail to qualify as a “grantor trust” for United States federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Federal Express Corp)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor The Company and the Company may, and the Pass Through Trustee (subject to Section 9.03) shall, at any time and from time to time, may enter into an agreement or agreements supplemental hereto for one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement or a Note Purchase Agreement in form satisfactory to the Trustee, for any of the following purposes:
(1a) to provide for the formation of a any Pass Through Trust, the issuance of a series of certificates the related Series and the other matters contemplated by Section 2.01(b); or) hereof;
(2b) to evidence the succession of another corporation to the Company Company, or the Guarantor successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company or the Guarantor herein contained; orand in each Series Supplement;
(3c) to add to the covenants of the Guarantor Company such further covenants, restrictions, conditions or provisions as the Company Pass Through Trustee shall consider to be for the benefit protection of the Certificateholders of any series, or Series;
(d) to surrender any right or power in this Agreement conferred upon the Guarantor Company herein or the Company; orin any Series Supplement;
(4e) to cure any ambiguity or to correct or supplement any provision contained herein or in this Agreement which any Series Supplement that may be defective or inconsistent with any other provision contained herein or in any Trust Supplement such Series Supplement; or to make modify any other provisions with respect provision in regard to matters or questions arising under this Agreement, provided Pass Through Agreement or under any Series Supplement as the Company may deem necessary or desirable and that any such action shall will not adversely affect the interests of the Certificateholders related Certificateholders;
(f) to correct or amplify the description of any series; property at any time that constitutes Trust Property or better to cure assure, convey and confirm unto the Pass Through Trustee any ambiguity or correct such property to be included in any mistake; orsuch Trust Property;
(5g) to evidence and provide for the acceptance and appointment under this Pass Through Agreement by the Pass Through Trustee or a successor trustee with respect to one or more Pass Through Trusts and to add to or change any of the provisions hereof as may be necessary to provide for or facilitate the administration of one or more Pass Through Trusts by more than one trustee, pursuant to the requirements of Section 10.03 hereof;
(h) to modify, eliminate or add to the provisions of this Pass Through Agreement or any Series Supplement to such the extent as shall be necessary to continue the qualification of this Pass Through Agreement or such Series Supplement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enactedenacted after the date hereof, and to add to this Pass Through Agreement or any Series Supplement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at on the date as of which this instrument was executed hereof or any corresponding provision in any similar Federal statute hereafter enacted; orenacted after the date hereof;
(6) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.09; or
(7i) to make any other amendments or modifications heretoto this Pass Through Agreement, provided such amendments or modifications shall only apply to Certificates of one or more series Series to be thereafter issuedissued after the date of such amendment or modification; or
(j) to add, eliminate or change any provision hereunder so long as such action shall not adversely affect the interests of the Certificateholders of any Series; provided that no such supplemental agreement shall cause any Pass Through Trust to become taxable as an association within the meaning of Treasury Regulation Section 301.7701-4. The Pass Through Trustee is hereby authorized to join in the execution of any such supplemental agreement, to make any further appropriate agreements and stipulations that may be contained therein and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Pass Through Trustee shall not be obligated to enter into any such supplemental agreement that adversely affects the Pass Through Trustee's own rights, duties or immunities under this Pass Through Agreement, any Series Supplement or otherwise, whether in its official or individual capacity. Any supplemental agreement contemplated by this Section 11.01 may be executed without the consent of the Certificateholders of the Outstanding Pass Through Certificates of any Series, notwithstanding any of the provisions of Section 11.02 hereof.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Federal Express Corp)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the CertificateholdersCertificateholders of any class, the Guarantor and the Company maymay (but shall not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement or a Agreement, the Note Purchase Agreement in form satisfactory to the Trustee, or any Liquidity Facility for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series class of certificates Certificates and the other matters contemplated by Section 2.01(b); or;
(2) to evidence the succession of another corporation or entity to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein contained; orcontained in this Agreement;
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesclass, or to surrender any right or power in this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility conferred upon the Guarantor or the Company; or;
(4) (a) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Note Purchase Agreement which or any Liquidity Facility that may be defective or inconsistent with any other provision herein or in any Trust Supplement Supplement, (b) to cure any ambiguity or correct any mistake or inconsistency contained in this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility or (c) to make modify any other provisions provision with respect to matters or questions arising under this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility as the Company may deem necessary or desirable, provided that any such action in clause (a), (b) or (c) shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistake; orclass;
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.09; or
(7) to make any other amendments or modifications hereto, provided such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued.Federal
Appears in 1 contract
Samples: Pass Through Trust Agreement (United Air Lines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the CertificateholdersCertificateholders of any class, the Guarantor and ------------------ the Company maymay (but shall not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to ------------ time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement or a Agreement, the Note Purchase Agreement in form satisfactory to the Trustee, Agreements or any Liquidity Facility for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series class of certificates Certificates and the other matters contemplated by Section 2.01(b); or---------------
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein contained; orcontained herein;
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesclass, or to surrender any right or power in this Agreement Agreement, the Intercreditor Agreement, the Note Purchase Agreements or any Liquidity Facility conferred upon the Guarantor or the Company; or;
(4) (a) to correct or supplement any provision in this Agreement which Agreement, the Intercreditor Agreement, the Note Purchase Agreements or any Liquidity Facility that may be defective or inconsistent with any other provision herein or in any Trust Supplement Supplement, (b) to cure any ambiguity or correct any mistake or (c) to make modify any other provisions provision with respect to matters or questions arising under this Agreement, the Intercreditor Agreement, the Note Purchase Agreements or the Liquidity Facility as the Company may deem necessary or desirable, provided that any such action in clause (a), (b) or (c) shall not ---------------------- materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistake; orclass;
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or;
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee or a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.097.10; or------------
(7) to provide the information required under Sections 7.12 and ------------- 12.03 as to the Trustee; -----
(8) to provide for the delivery of agreements supplemental hereto or the Certificates of any class in or by any means of any computerized, electronic or other medium, including by computer diskette;
(9) to correct or supplement the description of any property constituting property of such Trust;
(10) to make any other amendments or modifications hereto, provided that such amendments or modifications shall only apply to Certificates of one or more series class to be thereafter issuedissued or shall be made to facilitate the issuance of any Certificates in bearer form or to facilitate or provide for the issuance of any Certificates in global form in addition to or in place of Certificates in certificated form; or
(11) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any class are listed or of any regulatory body; provided, however, that no such supplemental agreement shall cause any Trust to become an association taxable as a corporation for United States federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (United Air Lines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or a Note Purchase the Registration Rights Agreement in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Note Purchase Agreement or the Guarantor herein containedRegistration Rights Agreement; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement or the CompanyRegistration Rights Agreement; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement or the Registration Rights Agreement which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement or the Registration Rights Agreement, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any 55 -50- regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, may and the Trustee (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement or a Note Purchase Agreement the Liquidity Facility in form and substance satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein contained; or
(32) to add to the covenants of the Guarantor Company or the Company Guarantor for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company or the CompanyGuarantor; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement or the Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement or to make any other provisions with respect to matters or questions arising under this Agreement, the Intercreditor Agreement or the Liquidity Facility, provided that any such action shall not adversely affect the interests of the Certificateholders of any seriesCertificateholders; or to cure any ambiguity or correct any mistake; or
(54) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(65) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make any other amendments or modifications hereto, provided that no such amendments or modifications action described in this Section 9.01 shall only apply to Certificates materially adversely affect the interests of one or more series to be thereafter issuedthe Certificateholders.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Atlantic Coast Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement or a Note Purchase Agreement in form satisfactory to the Trustee, for any of the following purposes:
(1a) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or
(2b) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein contained; or
(3c) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor or the CompanyCompany in this Agreement; or
(4d) to correct or supplement any provision in this Agreement which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement; PROVIDED, provided HOWEVER, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement; or
(5e) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(f) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6g) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7h) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(i) to make any other amendments or modifications hereto; PROVIDED, provided HOWEVER, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; PROVIDED, HOWEVER, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor Company and the Company mayParent may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or Agreement, a Note Purchase Agreement or a Liquidity Facility, in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor Parent, if the Parent is a party to such Trust Supplement, and the assumption by any such successor of the covenants of the Company or the Guarantor Parent, herein containedcontained or of the Company's or the Parent's obligations, if any, under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Guarantor Company or the Company Parent, if the Parent is a party to such Trust Supplement, for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company or the CompanyParent in this Agreement, any Intercreditor Agreement or any Liquidity Facility; or
(4) to correct or supplement any provision in this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(6) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility to such extent as shall be necessary to continue the qualification of this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(67) to evidence and provide for the acceptance of appointment under this Agreement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(78) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9) to make any other amendments or modifications hereto, provided provided, however, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:: 77
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Continental Airlines Inc /De/)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein contained; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issued.Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. 55 -50-
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, and the Trustee (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the any Intercreditor Agreement, any Refunding Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein contained; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor or the Company; or
(4) to correct or supplement any provision in this Agreement Agreement, any Intercreditor Agreement, any Refunding Agreement, any Liquidity Facility or any Indenture which may be defective or inconsistent with any other provision herein or in any Trust Supplement or to make cure any ambiguity, correct any mistake or to modify any other provisions with respect to matters or questions arising under this Agreement, any Intercreditor Agreement, any Refunding Agreement, any Liquidity Facility or any Indenture, provided that any such action shall not adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistake; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, 57 51 however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.09; or
(7) to make any other amendments or modifications hereto, provided such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. The Trustee shall be entitled to rely upon an Opinion of Counsel to such effect.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration 204 49 Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement Agreement, a Participation Agreement, a Liquidity Facility or a Note Purchase Agreement in form satisfactory to the TrusteeParent Guarantee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); ) or to add, or to change or eliminate, any provision affecting a series of Certificates not yet issued, including to make appropriate provisions for a Parent Guarantee; or
(2) to evidence the succession of another corporation Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company contained in this Agreement or of the Guarantor herein contained; Company’s obligations under any Intercreditor Agreement, any Participation Agreement, any Liquidity Facility or, if applicable, to evidence the succession of another Person to the Parent and the assumption by any such successor of the covenants of the Parent contained in this Agreement or of the Parent’s obligations under any Parent Guarantee; or
(3) to add to the covenants of the Guarantor Company or the Company Parent for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company or the Company; Parent in this Agreement, any Participation Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee; or
(4) to cure any ambiguity or to correct any mistake or supplement inconsistency contained in the Certificates of any provision series, in this Basic Agreement which may be defective or inconsistent with in any related Trust Supplement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee; or
(5) to make or modify any other provision herein or in any Trust Supplement or to make any other provisions with respect regard to matters or questions arising under the Certificates of any series, this Basic Agreement or any related Trust Supplement, any Intercreditor Agreement, provided any Liquidity Facility or any Parent Guarantee as the Company may deem necessary or desirable and that any such action shall will not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistake; related Certificateholders; or
(56) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(7) to modify, eliminate or add to the provisions of this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee to such extent as shall be necessary to continue or obtain the qualification of this Agreement (including any supplemental agreement) ), any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; enacted; or
(6) 8) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee under this Agreement, any Intercreditor Agreement, any Participation Agreement, any Indenture, any Liquidity Facility or any Parent Guarantee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee as shall be necessary to provide for or facilitate the administration of the Trusts Trust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.09; 7.10 or to provide multiple Liquidity Facilities with respect to one or more Trusts; or
(79) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(10) to add to or change any of the provisions of the Certificates of any series, this Agreement or any Trust Supplement to such extent as shall be necessary to facilitate the issuance of Certificates of such series in bearer form or to facilitate or provide for the issuance of Certificates of such series in global form in addition to or in place of Certificates of such series in certificated form; or
(11) to provide for the delivery of agreements supplemental hereto or the Certificates of any series in or by any means of any computerized, electronic or other medium, including without limitation by computer diskette; or
(12) to correct or supplement the description of any property constituting property of such Trust; or
(13) to modify, eliminate or add to the provisions of this Basic Agreement or any Trust Supplement in order to reflect the substitution of a Substitute Aircraft for any aircraft; or
(14) to make any other amendments or modifications hereto, provided that such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issuedissued; provided, however, that, no such supplemental agreement shall cause any Trust to fail to qualify as a “grantor trust” for United States federal income tax purposes.
Appears in 1 contract
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or a Note Purchase the Registration Rights Agreement in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Note Purchase Agreement or the Guarantor herein containedRegistration Rights Agreement; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement or the CompanyRegistration Rights Agreement; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement or the Registration Rights Agreement which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this 54 49 Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement or the Registration Rights Agreement, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Registration Rights Agreement or a Note Purchase Agreement 72 the Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Registration Rights Agreement or the Guarantor herein containedLiquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Registration Rights Agreement or the CompanyLiquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Registration Rights Agreement or the Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Intercreditor Agreement, the Registration Rights Agreement or the Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or, as provided in the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in the Intercreditor Agreement); or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which 73 this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Continental Airlines Inc /De/)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration 76 68 Rights Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.09; or
(7) to make any other amendments or modifications hereto, provided such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued.which
Appears in 1 contract
Samples: Pass Through Trust Agreement (Continental Airlines Inc /De/)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement or a Agreement, the Note Purchase Agreement or any Liquidity Facility, in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2a) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein contained; Company's obligations under the Note Purchase Agreement or any Liquidity Facility, or
(3b) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement or the Companyany Liquidity Facility; or
(4c) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, Note Purchase Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Note Purchase Agreement, the Intercreditor Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any series; (provided the Policy Provider shall have consented to such amendment or to cure any ambiguity or correct any mistakesupplement); or
(5d) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6e) to evidence and provide for the acceptance of appointment under this Agreement, the Intercreditor Agreement or the Note Purchase Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, the Intercreditor Agreement or the Note Purchase Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7f) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Jetblue Airways Corp)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, and the Trustee (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Indenture, the Lease, the Participation Agreement, Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement the Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:: 44
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor contained herein containedor in each of the other related documents to which the Company or the Guarantor is a party or of the Company's or the Guarantor's obligations under the Note Purchase Agreement, the Registration Rights Agreement or the Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Liquidity Facility conferred upon the Guarantor or the Company; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, Registration Rights Agreement or the Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, Registration Rights Agreement or the Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any seriesCertificateholders; or to cure any ambiguity or correct any mistakemistake in such documents, or as provided in the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in the Intercreditor Agreement); or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, or any regulatory body or the Registration Rights Agreement to effectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.09;
(7) if with respect to any Owned Aircraft the Company issues "class D" pass through certificates, to modify, eliminate or add to the provisions of this Agreement to the extent necessary to provide for the subordination of such "class D" pass through certificates to the Certificates; or
(78) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) to make any other amendments or modifications hereto, effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided that no such amendments or modifications action described in this Section 9.01 shall only apply to Certificates materially adversely affect the interests of one or more series to be thereafter issuedthe Certificateholders.
Appears in 1 contract
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or a Note Purchase Agreement Liquidity Facility, in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, any Intercreditor Agreement or the Companyany Liquidity Facility; or
(4) to correct or supplement any provision in this Agreement, any Intercreditor Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement or any Liquidity Facility; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(6) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility to such extent as shall be necessary to continue the qualification of this Agreement, any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement or any Liquidity Facility such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(67) to evidence and provide for the acceptance of appointment under this Agreement, any Intercreditor Agreement or any Liquidity Facility by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or (8) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(79) to make any other amendments or modifications hereto, provided provided, however, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Spirit Airlines, Inc.)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company may, and the Trustee (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the any Intercreditor Agreement, any Refunding Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein contained; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor or the Company; or
(4) to correct or supplement any provision in this Agreement Agreement, any Intercreditor Agreement, any Refunding Agreement, any Liquidity Facility or any Indenture which may be defective or inconsistent with any other provision herein or in any Trust Supplement or to make cure any ambiguity, correct any mistake or to modify any other provisions with respect to matters or questions arising under this Agreement, any Intercreditor Agreement, any Refunding Agreement, any Liquidity Facility or any Indenture, provided that any such action shall not adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistake; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal statute hereafter enacted, and to 55 49 add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.09; or
(7) to make any other amendments or modifications hereto, provided such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. The Trustee shall be entitled to rely upon an Opinion of Counsel to such effect.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee Trust (subject to Section 9.03) shall, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement or a Note Purchase ISDA Master Agreement in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein contained; oror 58
(2) to add to the covenants, restrictions or obligations of the Company or Trustee; or (3) to add to the covenants of the Guarantor or the Company supplement any security for the benefit of the Certificateholders of any series, Certificateholders; or to surrender any right or power in this Agreement conferred upon the Guarantor or the Company; or
(4) to cure any ambiguity or correct or supplement any provision in this Agreement which may be defective or inconsistent with any other provision herein in the Agreement, Indenture or in any Trust Supplement the ISDA Master Agreement or to make any such other provisions as the Company deems necessary or desirable with respect to matters or questions arising under this the Agreement, provided that any no such action shall not materially adversely affect affects the interests of the Certificateholders of any seriesCertificateholders; or to cure any ambiguity or correct any mistake; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal federal statute hereafter enacted; or
or (6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
or (7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or (8) to modify or amend any other amendments provision of the Agreement that relates to the ISDA Master Agreement or modifications heretothe Remarketing Procedure so long as such modification or amendment does not have a material adverse effect on the Certificateholders; or (9) to comply with the requirements of the Code; provided further that no such amendment referred to in the foregoing clauses (1) through (9) which has a material adverse effect on the Extension Option Buyer may be entered into without the consent of the Extension Option Buyer, provided and no such amendments amendment, as evidenced by an Opinion of Counsel, shall alter the status of the Trust as a grantor trust under the Code or modifications shall only apply to Certificates result in an actual or constructive sale or exchange of one or more series to be thereafter issued.any Certificate for tax purposes. 59
Appears in 1 contract
Samples: Pass Through Trust Agreement (CMS Energy X Tras Pass Through Trust I)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of 54 49 which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the CertificateholdersCertificateholders of any class, the Guarantor and the Company maymay (but shall not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement or a Agreement, the Note Purchase Agreement or any Liquidity Facility in form reasonably satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series class of certificates Certificates and the other matters contemplated by Section 2.01(b); or;
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor herein contained; orcontained herein;
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesclass, or to surrender any right or power in this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility conferred upon the Guarantor or the Company; or;
(4) (a) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Note Purchase Agreement which or the Liquidity Facility that may be defective or inconsistent with any other provision herein or in any Trust Supplement Supplement, (b) to cure any ambiguity or correct any mistake or (c) to make modify any other provisions provision with respect to matters or questions arising under this Agreement, the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistake; orclass;
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or;
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee or a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.09; or7.10;
(7) to make provide the information required under Sections 7.12 and 12.03 as to the Trustee;
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Registration Statement; or
(9) to comply with any other amendments requirement of the SEC, any applicable law, rules or modifications hereto, provided such amendments regulations of any exchange or modifications shall only apply to quotation system on which the Certificates of one any class are listed or more series to be thereafter issuedof any regulatory body.
Appears in 1 contract
Samples: Pass Through Trust Agreement (United Air Lines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or Agreement, a Note Purchase Agreement in form satisfactory to the TrusteeAgreement, a Liquidity Facility, any Intercompany Guarantee or a Parent Guarantee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b)) or to add, or to change or eliminate, any provision affecting a series of Certificates not yet issued, including to make appropriate provisions for any Intercompany Guarantee or a Parent Guarantee; or
(2) to evidence the succession of another corporation Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company contained in this Agreement or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Intercompany Guarantee or, if applicable, to evidence the succession of another Person to the Parent and the assumption by any such successor of the covenants of the Parent contained in this Agreement or of the Parent’s obligations under any Parent Guarantee; or
(3) to add to the covenants of the Guarantor Company or the Company Parent for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company or the CompanyParent in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement, any Liquidity Facility, any Intercompany Guarantee or any Parent Guarantee; or
(4) to cure any ambiguity or to correct any mistake or supplement inconsistency contained in the Certificates of any provision series, in this Basic Agreement which may be defective or inconsistent with in any related Trust Supplement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility, any Intercompany Guarantee or any Parent Guarantee; or
(5) to make or modify any other provision herein or in any Trust Supplement or to make any other provisions with respect regard to matters or questions arising under the Certificates of any series, this Basic Agreement or any related Trust Supplement, any Intercreditor Agreement, provided any Note Purchase Agreement, any Liquidity Facility, any Intercompany Guarantee or any Parent Guarantee as the Company may deem necessary or desirable and that any such action shall will not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakerelated Certificateholders; or
(56) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(7) to modify, eliminate or add to the provisions of this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility, any Intercompany Guarantee or any Parent Guarantee to such extent as shall be necessary to continue or obtain the qualification of this Agreement (including any supplemental agreement) ), any Intercreditor Agreement, any Liquidity Facility, any Intercompany Guarantee or any Parent Guarantee under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility, any Intercompany Guarantee or any Parent Guarantee such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) 8) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee under this Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility, any Intercompany Guarantee or any Parent Guarantee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement Agreement, any Intercreditor Agreement, any Liquidity Facility, any Intercompany Guarantee or any Parent Guarantee as shall be necessary to provide for or facilitate the administration of the Trusts Trust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.097.10, or to provide multiple Liquidity Facilities with respect to one or more Trusts; or
(79) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(10) to add to or change any of the provisions of the Certificates of any series, this Basic Agreement or any Trust Supplement to such extent as shall be necessary to facilitate the issuance of Certificates of such series in bearer form or to facilitate or provide for the issuance of Certificates of such series in global form in addition to or in place of Certificates in certificated form; or
(11) to provide for the delivery of agreements supplemental hereto or the Certificates of any series in or by any means of any computerized, electronic or other medium, including without limitation by computer diskette; or to correct or supplement the description of any property constituting property of such Trust; or
(12) to modify, eliminate or add to the provisions of this Basic Agreement, any Trust Supplement or any applicable Note Purchase Agreement in order to reflect the substitution of a Substitute Aircraft for any aircraft; or
(13) to comply with any requirement of the SEC in connection with the qualification of this Agreement, any Intercompany Guarantee, any Parent Guarantee or any other agreement or instrument related to the Certificates of any series under the Trust Indenture Act; or
(14) to make any other amendments or modifications hereto, provided that such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued; provided, however, that, except to the extent otherwise provided in the applicable supplemental agreement, unless there shall have been obtained from each Rating Agency written confirmation that such supplemental agreement would not result in a reduction of the rating for any class of Certificates below the then current rating for such class of Certificates or a withdrawal or suspension of the rating of any class of Certificates, the Company shall provide the Trustee with an opinion of counsel (i) if an Event of Default shall have occurred and be continuing, to the effect that such supplemental agreement will not cause the Trust to become an association taxable as a corporation for United States federal income tax purposes or (ii) in other circumstances, to the effect that such supplemental agreement will not cause the Trust to be treated as other than a grantor trust for United States federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Alaska Air Group, Inc.)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement or the Companyany Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Registration Rights Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Escrow Agreement, the Deposit Agreement, the Note Purchase Agreement, the Intercreditor Agreement, the Registration 54 49 Rights Agreement or any Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required 72 -66- to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Registration Rights Agreement or a Note Purchase Agreement the Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Registration Rights Agreement or the Guarantor herein containedLiquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Registration Rights Agreement or the CompanyLiquidity Facility; or
(43) to correct or supplement any provision in this Agreement, the Intercreditor Agreement, the Registration Rights Agreement or the Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or correct any mistake or to modify any other provisions provision with respect to matters or questions arising under this Agreement, the Intercreditor Agreement, the Registration Rights Agreement or the Liquidity Facility, provided that any such action shall not materially adversely affect the interests of the Certificateholders Certificateholders; or, as provided in the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in the Intercreditor Agreement); or
(4) to comply with any requirement of the SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Continental Airlines Inc /De/)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or a Note Purchase Agreement any Liquidity Facility in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany's obligations under the Note Purchase Agreement, the Registration Rights Agreement, the Policy Provider Agreement or any Liquidity Facility; or
(32) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, the Note Purchase Agreement, the Registration Rights Agreement, the Policy, the Policy Provider Agreement or the Companyany Liquidity Facility; or
(4) to correct or supplement any provision in this Agreement which may be defective or inconsistent comply with any other provision herein or in any Trust Supplement or to make any other provisions with respect to matters or questions arising under this Agreement, provided that any such action shall not adversely affect the interests requirement of the Certificateholders SEC, any applicable law, rules or regulations of any series; exchange or quotation system on which the Certificates are listed, any regulatory body or the Registration Rights Agreement to cure any ambiguity or correct any mistakeeffectuate the Exchange Offer; or
(5) to modify, eliminate or add to the provisions of this Agreement to such extent as shall be necessary to continue the qualification of this Agreement (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) to evidence and provide for the acceptance of appointment under this Agreement by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(7) to make provide the information required under Section 7.12 and Section 12.03 as to the Trustee; or
(8) to modify or eliminate provisions relating to the transfer or exchange of Exchange Certificates or the Initial Certificates upon consummation of the Exchange Offer (as defined in the Registration Rights Agreement) or effectiveness of the Shelf Registration Statement or the Exchange Offer Registration Statement; provided, however, that no such supplemental agreement shall adversely affect the status of any other amendments or modifications heretoTrust as a grantor trust under Subpart E, provided such amendments or modifications shall only apply to Certificates Part I of one or more series to be thereafter issuedSubchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or Agreement, a Note Purchase Agreement in form satisfactory to the Trusteeor a Liquidity Facility, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b)) or to add, or to change or eliminate, any provision affecting a series of Certificates not yet issued; or
(2) to evidence the succession of another corporation Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company contained in this Agreement or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement or the Companyany Liquidity Facility; or
(4) to cure any ambiguity or to correct any mistake or supplement inconsistency contained in the Certificates of any provision series, in this Basic Agreement which may be defective or inconsistent with in any related Trust Supplement, any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or
(5) to make or modify any other provision herein or in any Trust Supplement or to make any other provisions with respect regard to matters or questions arising under the Certificates of any series, this Basic Agreement or any related Trust Supplement, any Intercreditor Agreement, provided any Note Purchase Agreement or any Liquidity Facility as the Company may deem necessary or desirable and that any such action shall will not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakerelated Certificateholders; or
(56) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(7) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility to such extent as shall be necessary to continue or obtain the qualification of this Agreement (including any supplemental agreement) ), any Intercreditor Agreement or any Liquidity Facility under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement or any Liquidity Facility such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(6) 8) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee under this Agreement, any Intercreditor Agreement, any Note Purchase Agreement, any Indenture or any Liquidity Facility with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts Trust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.097.10, or to provide multiple Liquidity Facilities with respect to one or more Trusts; or
(79) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(10) to add to or change any of the provisions of the Certificates of any series, this Basic Agreement or any Trust Supplement to such extent as shall be necessary to facilitate the issuance of Certificates of such series in bearer form or to facilitate or provide for the issuance of Certificates of such series in global form in addition to or in place of Certificates in certificated form; or
(11) to provide for the delivery of agreements supplemental hereto or the Certificates of any series in or by any means of any computerized, electronic or other medium, including without limitation by computer diskette; or to correct or supplement the description of any property constituting property of such Trust; or
(12) to modify, eliminate or add to the provisions of this Basic Agreement, any Trust Supplement or any applicable Note Purchase Agreement in order to reflect the substitution of a Substitute Aircraft for any aircraft; or
(13) to comply with any requirement of the SEC in connection with the qualification of this Agreement or any other agreement or instrument related to the Certificates of any series under the Trust Indenture Act; or
(14) to make any other amendments or modifications hereto, provided that such amendments or modifications shall only apply to Certificates of one or more series to be thereafter issued; provided, however, that, except to the extent otherwise provided in the applicable supplemental agreement, unless there shall have been obtained from each Rating Agency written confirmation that such supplemental agreement would not result in a reduction of the rating for any class of Certificates below the then current rating for such class of Certificates or a withdrawal or suspension of the rating of any class of Certificates, the Company shall provide the Trustee with an opinion of counsel (i) if an Event of Default shall have occurred and be continuing, to the effect that such supplemental agreement will not cause the Trust to become an association taxable as a corporation for United States federal income tax purposes or (ii) in other circumstances, to the effect that such supplemental agreement will not cause the Trust to be treated as other than a grantor trust for United States federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Jetblue Airways Corp)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor and the Company maymay (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to the an Intercreditor Agreement or a Note Purchase Agreement Liquidity Facility, in form satisfactory to the Trustee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of certificates Certificates and the other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company herein contained or of the Guarantor herein containedCompany’s obligations under any Intercreditor Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Guarantor or the Company for the benefit of the Certificateholders of any series, or to surrender any right or power in this Agreement conferred upon the Guarantor Company in this Agreement, any Intercreditor Agreement or the Companyany Liquidity Facility; or
(4) to correct or supplement any provision in this Agreement, any Intercreditor Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or in any Trust Supplement therein or to make cure any ambiguity or to modify any other provisions provision with respect to matters or questions arising under this Agreement, provided any Intercreditor Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any series; or to cure any ambiguity or correct any mistakemistake in this Agreement, any Intercreditor Agreement or any Liquidity Facility; or, as provided in any Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such Intercreditor Agreement); or
(5) to comply with any requirement of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates of any series are listed or of any regulatory body; or
(6) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility to such extent as shall be necessary to continue the qualification of this Agreement, any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture Act, Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement or any Liquidity Facility such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(67) to evidence and provide for the acceptance of appointment under this Agreement, any Intercreditor Agreement or any Liquidity Facility by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one TrusteeTrust, pursuant to the requirements of Section 7.097.10; or
(78) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9) to make any other amendments or modifications hereto, provided provided, however, that such amendments or modifications shall only apply to Certificates of one or more any series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Southwest Airlines Co)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Guarantor The Company and the Company may, and the Pass Through Trustee (subject to Section 9.03) shall, at any time and from time to time, may enter into an agreement or agreements supplemental hereto or to any applicable Intercreditor Agreement or Liquidity Facility for one or more agreements supplemental hereto or, if applicable, to the Intercreditor Agreement or a Note Purchase Agreement in form satisfactory to the Trustee, for any of the following purposes:
(1a) to provide for the formation of a any Pass Through Trust, the issuance of a series of certificates the related Series and the other matters contemplated by Section 2.01(b); or) hereof;
(2b) to evidence the succession of another corporation to the Company Company, or the Guarantor successive successions, and the assumption by any such the successor corporation of the covenants covenants, agreements and obligations of the Company or the Guarantor herein contained; orand in each Series Supplement;
(3c) to add to the covenants of the Guarantor Company such further covenants, restrictions, conditions or provisions as the Company Pass Through Trustee shall consider to be for the benefit protection of the Certificateholders of any series, or Series;
(d) to surrender any right or power in this Agreement conferred upon the Guarantor Company herein or the Company; orin any Series Supplement;
(4e) to cure any ambiguity or to correct or supplement any provision contained herein or in this any Series Supplement, any Intercreditor Agreement which or any Liquidity Facility that may be defective or inconsistent with any other provision contained herein or in any Trust Supplement such Series Supplement, Intercreditor Agreement or Liquidity Facility; or to make modify any other provisions with respect provision in regard to matters or questions arising under this AgreementPass Through Agreement or under any Series Supplement, provided any Intercreditor Agreement and any Liquidity Facility as the Company may deem necessary or desirable and that any such action shall will not adversely affect the interests of the Certificateholders related Certificateholders;
(f) to correct or amplify the description of any series; property at any time that constitutes Trust Property or better to cure assure, convey and confirm unto the Pass Through Trustee any ambiguity or correct such property to be included in any mistake; orsuch Trust Property;
(5g) to evidence and provide for the acceptance and appointment under this Pass Through Agreement by the Pass Through Trustee or a successor trustee with respect to one or more Pass Through Trusts and to add to or change any of the provisions hereof as may be necessary to provide for or facilitate the administration of one or more Pass Through Trusts by more than one trustee, pursuant to the requirements of Section 10.03 hereof;
(h) to modify, eliminate or add to the provisions of this Pass Through Agreement or any Series Supplement to such the extent as shall be necessary to continue the qualification of this Pass Through Agreement or such Series Supplement (including any supplemental agreement) under the Trust Indenture Act, or under any similar Federal federal statute hereafter enactedenacted after the date hereof, and to add to this Pass Through Agreement or any Series Supplement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at on the date as of which this instrument was executed hereof or any corresponding provision in any similar Federal federal statute hereafter enacted; orenacted after the date hereof;
(6) to evidence and provide for the acceptance of appointment under this Agreement by a successor Trustee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement as shall be necessary to provide for or facilitate the administration of the Trusts hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.09; or
(7i) to make any other amendments or modifications heretoto this Pass Through Agreement, provided such amendments or modifications shall only apply to Certificates of one or more series Series to be thereafter issuedissued after the date of such amendment or modification; or
(j) to add, eliminate or change any provision hereunder so long as such action shall not adversely affect the interests of the Certificateholders of any Series; provided that no such supplemental agreement shall cause any Pass Through Trust to become taxable as an association within the meaning of Treasury Regulation Section 301.7701-4. The Pass Through Trustee is hereby authorized to join in the execution of any such supplemental agreement, to make any further appropriate agreements and stipulations that may be contained therein and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Pass Through Trustee shall not be obligated to enter into any such supplemental agreement that adversely affects the Pass Through Trustee's own rights, duties or immunities under this Pass Through Agreement, any Series Supplement or otherwise, whether in its official or individual capacity. Any supplemental agreement contemplated by this Section 11.01 may be executed without the consent of the Certificateholders of the Outstanding Pass Through Certificates of any Series, notwithstanding any of the provisions of Section 11.02 hereof.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Federal Express Corp)
