Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Company 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 an Intercreditor 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 and other matters contemplated by Section 2.01(b); or (2) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under any Intercreditor Agreement or any Liquidity Facility; or (3) to add to the covenants of the Company for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company in this Agreement, any Intercreditor Agreement or any 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 therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, 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; to correct any mistake 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 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; 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 Trust, pursuant to the requirements of Section 7.10; or (8) 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, however, that such amendments or modifications shall apply to Certificates of 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 Company 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 oror to the Intercreditor Agreement, if applicablethe Escrow Agreement, to an Intercreditor the Note Purchase Agreement, the Deposit Agreement or a 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 and other matters contemplated by Section 2.01(b)2.01; or
(2b) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein 60 54 contained or of the Company's obligations under the Intercreditor Agreement, the Note Purchase Agreement, the Indemnity Agreement or any Liquidity Facility or to evidence the succession of another corporation to the Depositary or any Liquidity Provider and the assumption by any such successor of the obligations of the Depositary or such Liquidity Provider, as the case may be, under the Intercreditor Agreement, the Note Purchase Agreement, the Deposit Agreement, the Indemnity Agreement or any Liquidity Facility; or
(3c) to add to the covenants of the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power conferred upon the Company in this Agreement, any the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility; or
(4d) to correct or supplement any provision in this Agreement, any the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, any the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any seriesCertificateholders; to correct any mistake in this Agreement, any the Intercreditor Agreement or any Liquidity Facility; or, as provided in any the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such the 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 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; 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 Trust, pursuant to the requirements of Section 7.10; or
(8) 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, however, that such amendments or modifications shall apply to Certificates of 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 any Certificateholders, the Company 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 an Intercreditor Agreement, a Participation 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 and other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein contained in this Agreement or of the Company's obligations under any Intercreditor Agreement, any Participation Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Company for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company in this Agreement, any Participation Agreement, any Intercreditor Agreement or any 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 therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, 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; to correct any mistake or inconsistency contained herein or in this Agreementany related Trust Supplement, any Intercreditor Agreement or any Liquidity Facility; or
(5) to make or modify any other provision in regard to matters or questions arising under this Basic Agreement or any related Trust Supplement, as provided in any Intercreditor Agreement, to give effect to Agreement or provide for a Replacement any Liquidity Facility (as defined in such Intercreditor Agreement)the Company may deem necessary or desirable and that will not materially adversely affect the interests of the 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
(67) 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 AgreementAgreement (including any supplemental agreement), any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7) 8) to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any Intercreditor Agreement Agreement, any Participation Agreement, any Indenture 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 TrustTrust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.10; or
(8) 9) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(910) 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 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 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, however, provided that such amendments or modifications shall only apply to Certificates of any one or more series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of cause any Trust to become an association taxable 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, corporation for U.S. United States federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Delta Air Lines Inc /De/)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's ’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to an Intercreditor 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 and other matters contemplated by Section 2.01(b)) or to add, or to change or
(2) eliminate, any provision affecting a series of Certificates not yet issued; or
(23) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein contained in this Agreement or of the Company's ’s obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or
(34) to add to the covenants of the Company for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company in this Agreement, any Intercreditor Agreement or any 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 therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, 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; to correct any mistake in this Note Purchase Agreement, any Intercreditor Agreement or any Liquidity Facility; or
(5) to cure any ambiguity or to correct any mistake or inconsistency contained in the Certificates of any series, as provided in this Basic Agreement or in any related Trust Supplement, any Intercreditor Agreement, to give effect to any Note Purchase Agreement or provide for a Replacement any Liquidity Facility (as defined in such Intercreditor Agreement)Facility; or
(56) to make or modify any other provision in regard to matters or questions arising under the Certificates of any series, this Basic Agreement or any related Trust Supplement, any Intercreditor Agreement, any Note Purchase 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; or
(7) 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) 8) 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 AgreementAgreement (including any supplemental agreement), any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(79) to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any Intercreditor Agreement Agreement, any Note Purchase Agreement, any Indenture 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 TrustTrust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.10, or to provide multiple Liquidity Facilities with respect to one or more Trusts; or
(8) 10) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(911) 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
(12) 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
(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 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, however, provided that such amendments or modifications shall only apply to Certificates of any 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 no such supplemental agreement shall adversely affect would not result in a reduction of the status 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 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. 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 any Certificateholders, the Company 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 an Intercreditor 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 and other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein contained in this Agreement or of the Company's obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Company for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement or any 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 therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, 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; to correct any mistake or inconsistency contained herein or in this Agreementany related Trust Supplement, any Intercreditor Agreement or any Liquidity Facility; or
(5) to make or modify any other provision in regard to matters or questions arising under this Basic Agreement or any related Trust Supplement, as provided in any Intercreditor Agreement, to give effect to Agreement or provide for a Replacement any Liquidity Facility (as defined in such Intercreditor Agreement)the Company may deem necessary or desirable and that will not materially adversely affect the interests of the 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
(67) 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 AgreementAgreement (including any supplemental agreement), any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7) 8) to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any Intercreditor Agreement Agreement, any Note Purchase Agreement, any Indenture 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 TrustTrust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.10; or
(8) 9) to provide the information required under Section 7.12 and Section 12.04 12.05 as to the Trustee; or
(910) 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 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 or any Trust Supplement 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 under the Trust Indenture Act; or
(15) to make any other amendments or modifications hereto, provided, however, provided that such amendments or modifications shall only apply to Certificates of any one or more series to be thereafter issued; provided, however, that no , unless there shall have been obtained from each Rating Agency written confirmation that such supplemental agreement shall adversely affect would not result in a reduction of the status 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 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. United States federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (American Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Company 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 an Intercreditor Agreement or a 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 and other matters contemplated by Section 2.01(b)2.01; or
(2b) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under any Intercreditor Agreement or any Liquidity Facility; or
(3c) to add to the covenants of the Company for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company in this Agreement, any Intercreditor Agreement or any 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 therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, 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; to correct any mistake 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 the 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 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; 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 Trust, pursuant to the requirements of Section 7.10; or
(8) 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, however, that such amendments or modifications shall apply to Certificates of 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 any Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's ’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to an Intercreditor Agreement Agreement, a Note Purchase Agreement, a Liquidity Facility or a Liquidity Facility, 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 and 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 Person to the Company and the assumption by any such successor of the covenants of the Company herein contained in this Agreement or of the Company's ’s obligations under any Intercreditor lntercreditor Agreement, any Note Purchase Agreement or any Liquidity FacilityFacility 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 Company or the Parent for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company or the Parent in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement Agreement, any Liquidity Facility or any Liquidity FacilityParent Guarantee; 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 therein or to cure any ambiguity or to correct any mistake or inconsistency contained in the Certificates of any series, in this Basic Agreement or 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 with respect in regard to matters or questions arising under the Certificates of any series, this Basic Agreement or any related Trust Supplement, any Intercreditor Agreement, any Intercreditor Agreement Note Purchase Agreement, any Liquidity Facility or any Liquidity Facility, provided, however, 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; to correct any mistake 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)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
(67) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement or Agreement, any Liquidity Facility or any Parent Guarantee to such extent as shall be necessary to continue or obtain the qualification of this Agreement, any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) ), any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee under the Trust Indenture Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement or 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7) 8) to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any Intercreditor Agreement or Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility by a successor Trustee or any Parent Guarantee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or Agreement, any Liquidity Facility or any Parent Guarantee as shall be necessary to provide for or facilitate the administration of the TrustTrust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.10, or to provide multiple Liquidity Facilities with respect to one or more Trusts; or
(8) 9) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(910) 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, however, provided that such amendments or modifications shall only apply to Certificates of any 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 no such supplemental agreement shall adversely affect would not result in a reduction of the status 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 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. United States federal income tax purposes.
Appears in 1 contract
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's ’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to an Intercreditor Agreement Agreement, a Note Purchase Agreement, a Liquidity Facility or a Liquidity Facility, in form satisfactory to the TrusteeGuarantee, for any of the following purposes:
(1) to provide for the formation of a Trust, the issuance of a series of Certificates and 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 Guarantee; or
(2) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein contained in this Agreement or of the Company's ’s obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Company or any Guarantor for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company or any Guarantor in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement Agreement, any Liquidity Facility or any Liquidity FacilityGuarantee; 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 therein or to cure any ambiguity or to correct any mistake or inconsistency contained in the Certificates of any series, in this Basic Agreement or in any related Trust Supplement, any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Guarantee; or
(5) to make or modify any other provision with respect in regard to matters or questions arising under the Certificates of any series, this Basic Agreement or any related Trust Supplement, any Intercreditor Agreement, any Intercreditor Agreement Note Purchase Agreement, any Liquidity Facility or any Liquidity Facility, provided, however, 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; to correct any mistake 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)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
(67) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement or Agreement, any Liquidity Facility or any Guarantee to such extent as shall be necessary to continue or obtain the qualification of this Agreement, any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) ), any Intercreditor Agreement, any Liquidity Facility or any Guarantee under the Trust Indenture Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement or 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7) 8) to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any Intercreditor Agreement or Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility by a successor Trustee or any Guarantee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or Agreement, any Liquidity Facility or any Guarantee as shall be necessary to provide for or facilitate the administration of the TrustTrust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.10, or to provide multiple Liquidity Facilities with respect to one or more Trusts; or
(8) 9) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(910) 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 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 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, however, provided that such amendments or modifications shall only apply to Certificates of any 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 no such supplemental agreement shall adversely affect would not result in a reduction of the status 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 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. United States federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Latam Airlines Group S.A.)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Company 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 an Intercreditor Agreement or a 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 and other matters contemplated by Section 2.01(b)2.01; or
(2b) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under any Intercreditor Agreement or any Liquidity Facility; or
(3c) to add to the covenants of the Company for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company in this Agreement, any Intercreditor Agreement or any 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 therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, 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; to correct any mistake 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 the Intercreditor 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
(6f) 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 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7g) 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 Trust, pursuant to the requirements of Section 7.10; or
(8) h) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9i) to make any other amendments or modifications hereto, provided, however, that such amendments or modifications shall apply to Certificates of 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 Company 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 oror to the Intercreditor Agreement, if applicablethe Escrow Agreement, to an Intercreditor the Note Purchase Agreement, the Deposit Agreement or a 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 and other matters contemplated by Section 2.01(b)2.01; or
(2b) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Intercreditor Agreement, the Note Purchase Agreement, the Indemnity Agreement or any Liquidity Facility or to evidence the succession of another corporation to the Depositary or any Liquidity Provider and the assumption by any such successor of the obligations of the Depositary or such Liquidity Provider, as the case may be, under the Intercreditor Agreement, the Note Purchase Agreement, the Deposit Agreement, the Indemnity Agreement or any Liquidity Facility; or
(3c) to add to the covenants of the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power conferred upon the Company in this Agreement, any the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility; or
(4d) to correct or supplement any provision in this Agreement, any the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, any the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any seriesCertificateholders; to correct any mistake in this Agreement, any the Intercreditor Agreement or any Liquidity Facility; or, as provided in any the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such the 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 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; 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 Trust, pursuant to the requirements of Section 7.10; or
(8) 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, however, that such amendments or modifications shall apply to Certificates of 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.61 55
Appears in 1 contract
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Company 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 an the Intercreditor Agreement, the Registration Rights Agreement or a 64 the Liquidity Facility, 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 other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under any Intercreditor the Registration Rights Agreement or any the Liquidity Facility; or
(32) to add to the covenants of the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power conferred upon the Company in this Agreement, any Intercreditor the Registration Rights Agreement or any the Liquidity Facility; or
(43) to correct or supplement any provision in this Agreement, any the Intercreditor Agreement, the Registration Rights Agreement or any the Liquidity Facility which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or correct any mistake or to modify any other provision with respect to matters or questions arising under this Agreement, any the Intercreditor Agreement, the Registration Rights Agreement or any the Liquidity Facility, provided, however, provided that any such action shall not materially adversely affect the interests of the Certificateholders of any series; to correct any mistake in this Agreement, any Intercreditor Agreement or any Liquidity FacilityCertificateholders; or, as provided in any the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such the Intercreditor Agreement); or
(54) 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 listed, any regulatory bodybody or the Registration Rights Agreement to effectuate the Exchange Offer; or
(65) 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 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 Basic Agreement instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(76) to evidence and provide for the acceptance of appointment under this Agreement, any Intercreditor Agreement or any Liquidity Facility by the Trustee of a successor Trustee with respect to one or more Trusts and to add to or change any of the 65 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, pursuant to the requirements of Section 7.10; or
(8) 7) to provide the information required under Section 7.12 and Section 12.04 12.03 as to the Trustee; or
(98) 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, provided, however, that such amendments effectiveness of the Shelf Registration Statement or modifications shall apply to Certificates of any series to be thereafter issuedthe Exchange Offer Registration Statement; 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 (Continental Airlines Inc /De/)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Company 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 an Intercreditor Agreement Agreement, a Note Purchase Agreement, a Liquidity Facility or a Liquidity Facility, 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 and 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 Person to the Company and the assumption by any such successor of the covenants of the Company herein contained in this Agreement or of the Company's obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity FacilityFacility 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 Company or the Parent for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company or the Parent in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement Agreement, any Liquidity Facility or any Liquidity FacilityParent Guarantee; 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 therein or to cure any ambiguity or to correct any mistake or inconsistency contained in the Certificates of any series, in this Basic Agreement or 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 with respect in regard to matters or questions arising under the Certificates of any series, this Basic Agreement or any related Trust Supplement, any Intercreditor Agreement, any Intercreditor Agreement Note Purchase Agreement, any Liquidity Facility or any Liquidity Facility, provided, however, 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; to correct any mistake 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)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
(67) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement or Agreement, any Liquidity Facility or any Parent Guarantee to such extent as shall be necessary to continue or obtain the qualification of this Agreement, any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) ), any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee under the Trust Indenture Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement or 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7) 8) to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any Intercreditor Agreement or Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility by a successor Trustee or any Parent Guarantee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or Agreement, any Liquidity Facility or any Parent Guarantee as shall be necessary to provide for or facilitate the administration of the TrustTrust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.10, or to provide multiple Liquidity Facilities with respect to one or more Trusts; or
(8) 9) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(910) 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, however, provided that such amendments or modifications shall only apply to Certificates of any 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 no such supplemental agreement shall adversely affect would not result in a reduction of the status 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 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. United States federal income tax purposes.
Appears in 1 contract
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Company 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 an Intercreditor 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 and other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein contained in this Agreement or of the Company's obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Company for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement or any 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 therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, 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; to correct any mistake or inconsistency contained herein or in this Agreementany related Trust Supplement, any Intercreditor Agreement or any Liquidity Facility; or
(5) to make or modify any other provision in regard to matters or questions arising under this Basic Agreement or any related Trust Supplement, as provided in any Intercreditor Agreement, to give effect to Agreement or provide for a Replacement any Liquidity Facility (as defined in such Intercreditor Agreement)the Company may deem necessary or desirable and that will not materially adversely affect the interests of the 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
(67) 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 AgreementAgreement (including any supplemental agreement), any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7) 8) to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any Intercreditor Agreement Agreement, any Note Purchase Agreement, any Indenture 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 TrustTrust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.10; or
(8) 9) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(910) 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 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 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, however, provided that such amendments or modifications shall only apply to Certificates of any one or more series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of cause any Trust to become an association taxable 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, corporation for U.S. United States federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (American Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Company 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 an Intercreditor 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 and other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein contained in this Agreement or of the Company's obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Company for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement or any 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 therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, 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; to correct any mistake or inconsistency contained herein or in this Agreementany related Trust Supplement, any Intercreditor Agreement or any Liquidity Facility; or
(5) to make or modify any other provision in regard to matters or questions arising under this Basic Agreement or any related Trust Supplement, as provided in any Intercreditor Agreement, to give effect to Agreement or provide for a Replacement any Liquidity Facility (as defined in such Intercreditor Agreement)the Company may deem necessary or desirable and that will not materially adversely affect the interests of the 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
(67) 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 AgreementAgreement (including any supplemental agreement), any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture 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 47 effect at the date as of which this Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7) 8) to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any Intercreditor Agreement Agreement, any Note Purchase Agreement, any Indenture 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 TrustTrust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.10; or
(8) 9) to provide the information required under Section 7.12 and Section 12.04 12.05 as to the Trustee; or
(910) 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 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 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, however, provided that such amendments or modifications shall only apply to Certificates of any one or more series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of cause any Trust to become an association taxable 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, corporation for U.S. United States federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (American Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Company 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 an Intercreditor 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 and other matters contemplated by Section 2.01(b); or
(2) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Company for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company in this 49 56 Agreement, any Note Purchase Agreement, any Intercreditor Agreement or any 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 therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, 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; to correct any mistake or inconsistency contained herein or in this Agreementany related Trust Supplement, any Intercreditor Agreement or any Liquidity Facility; or
(5) to make or modify any other provision in regard to matters or questions arising under this Basic Agreement or any related Trust Supplement, as provided in any Intercreditor Agreement, to give effect to Agreement or provide for a Replacement any Liquidity Facility (as defined in such Intercreditor Agreement)the Company may deem necessary or desirable and that will not materially adversely affect the interests of the related Certificateholders; or
(56) 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 in global form in addition to or in place of Certificates in certificated form; or
(7) 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) 8) 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 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(79) to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any Intercreditor Agreement Agreement, any Note Purchase Agreement, any Indenture 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 TrustTrust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.10; or
(8) 10) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(911) 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, however, provided that such amendments or modifications shall only apply to Certificates of any one or more series to be thereafter issued; provided, however, that no such supplemental agreement shall adversely affect the status of cause any Trust to become an association taxable 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, corporation for U.S. United States federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (American Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the any Certificateholders, the Company may (but will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company's ’s request, at any time and from time to time, enter into one or more agreements supplemental hereto or, if applicable, to an Intercreditor 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 and 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 Person to the Company and the assumption by any such successor of the covenants of the Company herein contained in this Agreement or of the Company's ’s obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility; or
(3) to add to the covenants of the Company for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement or any 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 therein or to cure any ambiguity or to correct any mistake or inconsistency contained in the Certificates of any series, in this Basic Agreement or 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 with respect in regard to matters or questions arising under the Certificates of any series, this Basic Agreement or any related Trust Supplement, any Intercreditor Agreement, any Intercreditor Note Purchase Agreement or any Liquidity Facility, provided, however, 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; to correct any mistake 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)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
(67) 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 AgreementAgreement (including any supplemental agreement), any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7) 8) to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any Intercreditor Agreement Agreement, any Note Purchase Agreement, any Indenture 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 TrustTrust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.10, or to provide multiple Liquidity Facilities with respect to one or more Trusts; or
(8) 9) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(910) 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, however, provided that such amendments or modifications shall only apply to Certificates of any 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 no such supplemental agreement shall adversely affect would not result in a reduction of the status 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 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. 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 Company 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 an Intercreditor Agreement or a 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 and other matters contemplated by Section 2.01(b)2.01; or
(2b) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under any Intercreditor Agreement or any Liquidity Facility; or
(3c) to add to the covenants of the Company for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company in this Agreement, any Intercreditor Agreement or any 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 therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, 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; to correct any mistake 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 the Intercreditor 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
(6f) 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 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7g) 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 Trust, pursuant to the requirements of Section 7.10; or
(8) h) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9i) to comply with any requirement of the SEC in connection with the qualification of this Agreement under the Trust Indenture Act; or
(j) to make any other amendments or modifications hereto, provided, however, that such amendments or modifications shall apply to Certificates of 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 Company may (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 an Intercreditor Agreement or a 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 and other matters contemplated by Section 2.01(b)2.01; or
(2b) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under any Intercreditor Agreement or any Liquidity Facility; or
(3c) to add to the covenants of the Company for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company in this Agreement, any Intercreditor Agreement or any 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 therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, 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; to correct any mistake 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 the Intercreditor 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
(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 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7g) 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 Trust, pursuant to the requirements of Section 7.10; or
(8) h) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9i) to make any other amendments or modifications hereto, provided, however, that such amendments or modifications shall apply to Certificates of 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 any Certificateholders, the Company 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 an Intercreditor Agreement Agreement, a Note Purchase Agreement, a Liquidity Facility or a Liquidity Facility, 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 and 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 Person to the Company and the assumption by any such successor of the covenants of the Company herein contained in this Agreement or 49 of the Company's obligations under any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity FacilityFacility 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 Company or the Parent for the benefit of the Certificateholders of any series, or to surrender any right or power conferred upon the Company or the Parent in this Agreement, any Note Purchase Agreement, any Intercreditor Agreement Agreement, any Liquidity Facility or any Liquidity FacilityParent Guarantee; 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 therein or to cure any ambiguity or to correct any mistake or inconsistency contained in the Certificates of any series, in this Basic Agreement or 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 with respect in regard to matters or questions arising under the Certificates of any series, this Basic Agreement or any related Trust Supplement, any Intercreditor Agreement, any Intercreditor Agreement Note Purchase Agreement, any Liquidity Facility or any Liquidity Facility, provided, however, 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; to correct any mistake 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)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
(67) to modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement or Agreement, any Liquidity Facility or any Parent Guarantee to such extent as shall be necessary to continue or obtain the qualification of this Agreement, any Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) ), any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee under the Trust Indenture Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any Intercreditor Agreement or 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7) 8) to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any Intercreditor Agreement or Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility by a successor Trustee or any Parent Guarantee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any Intercreditor Agreement or Agreement, any Liquidity Facility or any Parent Guarantee as shall be necessary to provide for or facilitate the administration of the TrustTrust hereunder and thereunder by more than one Trustee, pursuant to the requirements of Section 7.10, or to provide multiple Liquidity Facilities with respect to one or more Trusts; or
(8) 9) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(910) 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, however, provided that such amendments or modifications shall only apply to Certificates of any 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 no such supplemental agreement shall adversely affect would not result in a reduction of the status 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 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. United States federal income tax purposes.
Appears in 1 contract
Samples: Pass Through Trust Agreement (American Airlines Inc)
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Company 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 oror to the Intercreditor Agreement, if applicablethe Escrow Agreement, to an Intercreditor the Note Purchase Agreement, the Deposit Agreement or a 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 and other matters contemplated by Section 2.01(b)2.01; or
(2b) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Intercreditor Agreement, the Note Purchase Agreement, the Indemnity Agreement or any Liquidity Facility or to evidence the succession of another corporation to the Depositary or any Liquidity Provider and the assumption by any such successor of the obligations of the Depositary or such Liquidity Provider, as the case may be, under the Intercreditor Agreement, the Note Purchase Agreement, the Deposit Agreement, the Indemnity Agreement or any Liquidity Facility; or
(3c) to add to the covenants of the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power conferred upon the Company in this Agreement, any the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility; or
(4d) to correct or supplement any provision in this Agreement, any the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or to modify any 60 54 other provision with respect to matters or questions arising under this Agreement, any the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any seriesCertificateholders; to correct any mistake in this Agreement, any the Intercreditor Agreement or any Liquidity Facility; or, as provided in any the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such the Intercreditor 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
(6f) to modify, eliminate or add to the provisions of this Agreement, any the Intercreditor Agreement or any Liquidity Facility to such extent as shall be necessary to continue the qualification of this Agreement, any the Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture Act or under any similar Federal statute hereafter enacted, and to add to this Agreement, any the 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7g) to evidence and provide for the acceptance of appointment under this Agreement, any the 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 the Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trust, pursuant to the requirements of Section 7.10; or
(8) h) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9i) to make any other amendments or modifications hereto, provided, however, that such amendments or modifications shall apply to Certificates of 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.. 61 55
Appears in 1 contract
Supplemental Agreements Without Consent of Certificateholders. Without the consent of the Certificateholders, the Company 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 oror to the Intercreditor Agreement, if applicablethe Escrow Agreement, to an Intercreditor the Note Purchase 61 55 Agreement, the Deposit Agreement or a 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 and other matters contemplated by Section 2.01(b); or
(2b) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Intercreditor Agreement, the Note Purchase Agreement, the Indemnity Agreement or any Liquidity Facility or to evidence the succession of another corporation to the Depositary or any Liquidity Provider and the assumption by any such successor of the obligations of the Depositary or such Liquidity Provider, as the case may be, under the Intercreditor Agreement, the Note Purchase Agreement, the Deposit Agreement, the Indemnity Agreement or any Liquidity Facility; or
(3c) to add to the covenants of the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power conferred upon the Company in this Agreement, any the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility; or
(4d) to correct or supplement any provision in this Agreement, any the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, any the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any seriesCertificateholders; to correct any mistake in this Agreement, any the Intercreditor Agreement or any Liquidity Facility; or, as provided in any the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such the Intercreditor 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
(6f) to modify, eliminate or add to the provisions of this Agreement, any the Intercreditor Agreement or any Liquidity Facility to such extent as shall be necessary to continue the qualification of this Agreement, any the Intercreditor Agreement or any Liquidity Facility (including any supplemental agreement) under the Trust Indenture Act or under any similar Federal statute hereafter enacted, and to add to this 62 56 Agreement, any the 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; or
(7g) to evidence and provide for the acceptance of appointment under this Agreement, any the 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 the Intercreditor Agreement or any Liquidity Facility as shall be necessary to provide for or facilitate the administration of the Trust, pursuant to the requirements of Section 7.10; or
(8) h) to provide the information required under Section 7.12 and Section 12.04 as to the Trustee; or
(9i) to make any other amendments or modifications hereto, provided, however, that such amendments or modifications shall apply to Certificates of 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 Company 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 oror to the Intercreditor Agreement, if applicablethe Escrow Agreement, to an Intercreditor the Note Purchase Agreement, the Deposit Agreement or a 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 and other matters contemplated by Section 2.01(b); or
(2b) to evidence the succession of another Person corporation to the Company and the assumption by any such successor of the covenants of the Company herein contained or of the Company's obligations under the Intercreditor Agreement, the Note Purchase Agreement, the Indemnity Agreement or any Liquidity Facility or to evidence the succession of another corporation to the Depositary or any Liquidity Provider and the assumption by any such successor of the obligations of the Depositary or such Liquidity Provider, as the case may be, under the Intercreditor Agreement, the Note Purchase Agreement, the Deposit Agreement, the Indemnity Agreement or any Liquidity Facility; or
(3c) to add to the covenants of the Company for the benefit of the Certificateholders of any seriesCertificateholders, or to surrender any right or power conferred upon the Company in this Agreement, any the Intercreditor Agreement, the Note Purchase Agreement or any Liquidity Facility; or
or 61 55 (4d) to correct or supplement any provision in this Agreement, any the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or any Liquidity Facility which may be defective or inconsistent with any other provision herein or therein or to cure any ambiguity or to modify any other provision with respect to matters or questions arising under this Agreement, any the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement, the Deposit Agreement or any Liquidity Facility, provided, however, that any such action shall not materially adversely affect the interests of the Certificateholders of any seriesCertificateholders; to correct any mistake in this Agreement, any the Intercreditor Agreement or any Liquidity Facility; or, as provided in any the Intercreditor Agreement, to give effect to or provide for a Replacement Liquidity Facility (as defined in such the 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 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 Basic Agreement was executed or any corresponding provision in any similar Federal statute hereafter enacted; 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 Trust, pursuant to the requirements of Section 7.10; or
(8) 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, however, that such amendments or modifications shall apply to Certificates of 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.
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