Common use of Supplemental Trust Agreements with Consent of Certificateholders Clause in Contracts

Supplemental Trust Agreements with Consent of Certificateholders. With respect to each separate Trust and the series of Certificates relating thereto, with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in such Trust, by Act of said Certificateholders delivered to the Company and the Trustee, the Company may and the Trustee (subject to Section 9.03) shall, enter into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Basic Agreement or the related Trust Supplement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of the Certificateholders of such series under this Basic Agreement or the related Trust Supplement; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Trustee of payments on the Equipment Notes held in such Trust or distributions that are required to be made herein on any Certificate of any series, or change the coin or currency in which, any Certificate of any series is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or (2) permit the disposition of any Equipment Note in the Trust Property of such Trust except as permitted by this Basic Agreement or related Trust Supplement; or (3) reduce the percentage of the aggregate Fractional Undivided Interests of such Trust which is required for any such supplemental agreement, or reduce such percentage required for any waiver (of compliance with certain provisions of this Basic Agreement or related Trust Supplement or certain defaults hereunder and their consequences) provided for in this Basic Agreement or such Trust Supplement. It shall not be necessary for any Act of Certificateholders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Trust Agreements with Consent of Certificateholders. With respect to each separate Trust and the series of Certificates relating thereto, with the consent of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating Holders of not less than a majority in interest in such Trust, by Act principal amount of said Certificateholders delivered to the Company and the TrusteeCertificates then Outstanding, the Company Trustee may and the Trustee (subject to Section 9.03) shall, enter into an agreement one or agreements supplemental hereto more Supplemental Trust Agreements for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Basic the Trust Agreement or the related Trust Supplement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of Certificateholders under the Certificateholders of such series under this Basic Agreement or the related Trust SupplementAgreement; provided, however, that no such supplemental agreement Supplemental Trust Agreement shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1) reduce in , change any manner the amount ofPrincipal Payment Date or Interest Payment Date of any Certificate, or delay reduce the timing of, principal amount thereof or Sinking Fund Installment or the Interest thereon or any receipt by premium payable upon the Trustee of payments on the Equipment Notes held in such Trust or distributions that are required to be made herein on any Certificate of any seriesredemption thereof, or change the coin or currency in which, any place of payment where any Certificate of any series or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; stated maturity thereof (or (2) permit the disposition of any Equipment Note , in the Trust Property case of such Trust except as permitted by this Basic Agreement redemption, on or related Trust Supplement; or (3) after the Redemption Date), or reduce the percentage in principal amount of the aggregate Fractional Undivided Interests Outstanding Certificates, the consent of such Trust which whose Holders is required for any such supplemental agreementSupplemental Trust Agreement, or reduce such percentage the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Basic the Trust Agreement or related Trust Supplement or certain defaults hereunder thereunder and their consequences) ; or modify any provisions summarized under the above subheadings “No City Debt or Other Obligation” or “Tax Treatment Agreed to by Certificateholders; Restriction on Trustee’s Powers” under the heading “SUMMARY OF CERTAIN PROVISIONS OF THE TRUST AGREEMENT” or certain other provisions, except to increase any percentage provided for in this Basic thereby or to provide that certain other provisions of the Trust Agreement or such Trust Supplement. It shall cannot be necessary for any Act modified or waived without the consent of Certificateholders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereofeach Holder affected thereby.

Supplemental Trust Agreements with Consent of Certificateholders. With respect to each separate Trust and the series of Certificates relating thereto, with the consent of the Certificateholders holding Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in such the Trust, by Act of said Certificateholders Holders delivered to the Company and the Trustee, the Company may may, and the Trustee (subject to Section 9.03) shall, enter into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Basic Trust Agreement or the related Trust Supplement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of the Certificateholders Holders of such series the Certificates under this Basic Agreement or the related Trust SupplementAgreement; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Trustee of payments on the Equipment Notes held in such Trust or distributions that are required to be made herein on any Certificate of any seriesCertificate, or change any date of payment on any Certificate, or change the place of payment where, or the coin or currency in which, any Certificate of any series is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or (2) permit the disposition of any Equipment Note in the Trust Property of such Trust except as permitted by this Basic Agreement Trust Agreement, or related Trust Supplementotherwise deprive any Certificateholder of the benefit of the ownership of the Equipment Notes in the Trust; or (3) reduce the percentage of the aggregate Fractional Undivided Interests of such the Trust which is required for any such supplemental agreement, or reduce such percentage required for any waiver (of compliance with certain provisions of this Basic Trust Agreement or related Trust Supplement or certain defaults hereunder and their consequences) provided for in this Basic Trust Agreement; (4) modify any of the provisions of this Section or Section 5.05, except to increase any such percentage or to provide that certain other provisions of this Trust Agreement cannot be modified or such waived without the consent of the Holder of each Certificate affected thereby; or (5) cause the Trust Supplementto cease to qualify as a "grantor trust" (within the meaning of Subpart E, Part I, Subchapter J of the Code) for U.S. federal income tax purposes. It shall not be necessary for any Act of Certificateholders under this Section to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Trust Agreements with Consent of Certificateholders. With respect to each separate Trust and the series of Certificates relating thereto, with the consent of the Certificateholders holding Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest of the Fractional Undivided Interests evidenced by all 42 Certificates at the time Outstanding (determined as provided in such TrustSection 1.4(c) hereof), by Act of said Certificateholders Holders delivered to the Company Facility Lessees and the Pass Through Trustee, the Company Facility Lessees may (with the consent of the Owner Lessors, such consent not to be unreasonably withheld), and the Pass Through Trustee (subject to Section 9.039.3 hereof) shall, enter into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Basic Pass Through Trust Agreement or the related Trust Supplement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of the Certificateholders Holders of such series the Certificates under this Basic Agreement or the related Pass Through Trust SupplementAgreement; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Pass Through Trustee of payments on the Equipment Lessor Notes held in such Trust the Pass Through Trust, or distributions that are required to be made herein on any Certificate of any seriessuch Pass Through Trust, or change any date of payment on any such Certificate, or change the place of payment where, or the coin or currency in which, any such Certificate of any series is payable, or impair the right of any Holder of any such Certificate to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or (2) except as provided in this Pass Through Trust Agreement, permit the disposition of any Equipment Lessor Note in the Trust Property Property, or permit the creation of such any lien on the Trust except as permitted by this Basic Agreement Property, or otherwise deprive any Certificateholder of the benefit of the ownership of the Lessor Notes held in the Pass Through Trust or the lien of the related Collateral Trust SupplementIndenture; or (3) reduce the percentage of the aggregate Fractional Undivided Interests of such Trust which is required for to approve any such supplemental agreement, or reduce such percentage required for any waiver (of compliance with certain provisions of this Basic Agreement or related Trust Supplement or certain defaults hereunder and their consequences) provided for in this Basic Agreement Pass Through Trust Agreement. Notwithstanding the foregoing, no such supplemental agreement shall be entered into unless the Pass Through Trustee shall have received an opinion of counsel, which may be counsel to the Facility Lessees or any of them, to the effect that such supplemental agreement does not cause the Pass Through Trust Supplementto become taxable as an "association", within the meaning of Treasury Regulation Section 301.7701-4 or to be taxable as other than a pass through entity for Federal income tax purposes. It shall not be necessary for any Act of Certificateholders under this Section 9.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Trust Agreements with Consent of Certificateholders. With respect to each separate Trust and the series of Certificates relating thereto, with the consent of the Certificateholders holding Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in such TrustSection 1.3(c)), by Act of said Certificateholders Holders delivered to the Company Lessee and the Pass Through Trustee, the Company may Lessee and the Guarantor each may (with the consent of the Owner Lessors, such consent not to be unreasonably withheld), and the Pass Through Trustee (subject to Section 9.038.3 hereof) shall, enter into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Basic Pass Through Trust Agreement or the related Trust Supplement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of the Certificateholders Holders of such series the Certificates under this Basic Agreement or the related Pass Through Trust SupplementAgreement; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1a) reduce in any manner the amount of, or delay the timing of, any receipt by the Pass Through Trustee of payments on the Equipment Lessor Notes held in such Trust the Pass Through Trust, or distributions that are required to be made herein hereunder on any Certificate of any seriesthe Pass Through Trust, or change any date of payment on any such Certificate, or change the place of payment where, or the coin or currency in which, any such Certificate of any series is payable, or impair the right of any Holder of any such Certificate to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or; (2b) except as provided in this Pass Through Trust Agreement, permit the disposition of any Equipment Lessor Note in the Trust Property Property, or permit the creation of such any lien on the Trust except as permitted by this Basic Agreement Property, or otherwise deprive any Certificateholder of the benefit of the ownership of the Lessor Notes held in the Pass Through Trust or the lien of the related Trust Supplement; orIndenture; (3c) reduce the percentage of the aggregate Fractional Undivided Interests of such Trust which is required for to approve any such supplemental agreement, or reduce such percentage required for any waiver (of compliance with certain provisions of this Basic Agreement or related Trust Supplement or certain defaults hereunder and their consequences) provided for in this Basic Pass Through Trust Agreement; or (d) modify any of the provisions of this Section 8.2 or Section 5.5, except to increase any such percentage or to provide that certain other provisions of this Pass Through Trust Agreement cannot be modified or waived without the consent of the Certificateholder of each Certificate affected thereby. Notwithstanding the foregoing, no such supplemental agreement shall be entered into unless the Pass Through Trustee shall have received an Opinion of Counsel to the effect that such supplemental agreement does not cause the Pass Through Trust Supplementto become taxable as an “association”, within the meaning of Treasury Regulation Section 301.7701-3 or to be taxable as other than a pass through entity for Federal income tax purposes. It shall not be necessary for any Act of Certificateholders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Trust Agreements with Consent of Certificateholders. With respect to each separate Trust and the series of Certificates relating thereto, with the consent of the Certificateholders holding Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in such TrustSection 1.4(c) hereof), by Act of said Certificateholders Holders delivered to the each Company and the Pass Through Trustee, the Company Companies may (with the consent of the Owner Lessors, such consent not to be unreasonably withheld), and the Pass Through Trustee (subject to Section 9.039.3 hereof) shall, enter into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Basic Pass Through Trust Agreement or the related Trust Supplement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of the Certificateholders Holders of such series the Certificates under this Basic Agreement or the related Pass Through Trust SupplementAgreement; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1a) reduce in any manner the amount of, or delay the timing of, any receipt by the Pass Through Trustee of payments on the Equipment Lessor Notes held in such Trust the Pass Through Trust, or distributions that are required to be made herein on any Certificate of any seriessuch Pass Through Trust, or change any date of payment on any such Certificate, or change the place of payment where, or the coin or currency in which, any such Certificate of any series is payable, or impair the right of any Holder of any such Certificate to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or (2b) except as provided in this Pass Through Trust Agreement, permit the disposition of any Equipment Lessor Note in the Trust Property Property, or permit the creation of such any lien on the Trust except as permitted by this Basic Agreement Property, or otherwise deprive any Certificateholder of the benefit of the ownership of the Lessor Notes held in the Pass Through Trust or the lien of the related Trust SupplementLease Indenture; or (3c) reduce the percentage of the aggregate Fractional Undivided Interests of such Trust which is required for to approve any such supplemental agreement, or reduce such percentage required for any waiver (of compliance with certain provisions of this Basic Agreement or related Trust Supplement or certain defaults hereunder and their consequences) provided for in this Basic Agreement Pass Through Trust Agreement. Notwithstanding the foregoing, no such supplemental agreement shall be entered into unless the Pass Through Trustee shall have received an Opinion of Counsel, which may be counsel to a Company, to the effect that such supplemental agreement does not cause the Pass Through Trust to become taxable as an "association", within the meaning of Treasury Regulation Section 301.7701-4 or such Trust Supplementto be taxable as other than a pass through entity for Federal income tax purposes. It shall not be necessary for any Act of Certificateholders under this Section 9.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

Supplemental Trust Agreements with Consent of Certificateholders. With respect to each separate Trust and the series of Certificates relating thereto, with the consent of the Certificateholders holding Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in such TrustSection 1.4(c) hereof), by Act of said Certificateholders Holders delivered to the Company and the Pass Through Trustee, the Company may (with the consent of the Owner Lessor, such consent not to be unreasonably withheld), and the Pass Through Trustee (subject to Section 9.039.3 hereof) shall, enter into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Basic Pass Through Trust Agreement or the related Trust Supplement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of the Certificateholders Holders of such series the Certificates under this Basic Agreement or the related Pass Through Trust SupplementAgreement; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Pass Through Trustee of payments on the Equipment Lessor Notes held in such Trust the Pass Through Trust, or distributions that are required to be made herein on any Certificate of any seriessuch Pass Through Trust, or change any date of payment on any such Certificate, or change the place of payment where, or the coin or currency in which, any such Certificate of any series is payable, or impair the right of any Holder of any such Certificate to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or (2) except as provided in this Pass Through Trust Agreement, permit the disposition of any Equipment Lessor Note in the Trust Property Property, or permit the creation of such any lien on the Trust except as permitted by this Basic Agreement Property, or otherwise deprive any Certificateholder of the benefit of the ownership of the Lessor Notes held in the Pass Through Trust or the lien of the related Trust SupplementLease Indenture; or (3) reduce the percentage of the aggregate Fractional Undivided Interests of such Trust which is required for to approve any such supplemental agreement, or reduce such percentage required for any waiver (of compliance with certain provisions of this Basic Agreement or related Trust Supplement or certain defaults hereunder and their consequences) provided for in this Basic Agreement or Pass Through Trust Agreement. Notwithstanding the foregoing, no such Trust Supplement. It shall not be necessary for any Act of Certificateholders under this Section to approve the particular form of any proposed supplemental agreement, but it agreement shall be sufficient if entered into unless the Pass Through Trustee shall have received an opinion of counsel, which may be counsel to the Company, to the effect that such Act shall approve supplemental agreement does not cause the substance thereof.Pass Through Trust

Supplemental Trust Agreements with Consent of Certificateholders. With respect to each separate Trust and the series of Certificates relating thereto, with the consent of the Certificateholders holding Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in such TrustSection 1.4(c) hereof), by Act of said Certificateholders Holders delivered to the Company Partnerships and the Pass Through Trustee, the Company Partnerships may (with the consent of the Owner Lessor, such consent not to be unreasonably withheld), and the Pass Through Trustee (subject to Section 9.039.3 hereof) shall, enter into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Basic Pass Through Trust Agreement or the related Trust Supplement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of the Certificateholders Holders of such series the Certificates under this Basic Agreement or the related Pass Through Trust SupplementAgreement; provided, however, that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Pass Through Trustee of payments on the Equipment Lessor Notes held in such Trust the Pass Through Trust, or distributions that are required to be made herein on any Certificate of any seriessuch Pass Through Trust, or change any date of payment on any such Certificate, or change the place of payment where, or the coin or currency in which, any such Certificate of any series is payable, or impair the right of any Holder of any such Certificate to institute suit for the enforcement of any such payment or distribution on or after the Regular Distribution Date or Special Distribution Date applicable thereto; or (2) except as provided in this Pass Through Trust Agreement, permit the disposition of any Equipment Lessor Note in the Trust Property Property, or permit the creation of such any lien on the Trust except as permitted by this Basic Agreement Property, or related otherwise deprive any Certificateholder of the benefit of the ownership of the Lessor Notes held in the Pass Through Trust Supplementor the lien of the Collateral Trust Indenture; or (3) reduce the percentage of the aggregate Fractional Undivided Interests of such Trust which is required for to approve any such supplemental agreement, or reduce such percentage required for any waiver (of compliance with certain provisions of this Basic Agreement or related Trust Supplement or certain defaults hereunder and their consequences) provided for in this Basic Agreement Pass Through Trust Agreement. Notwithstanding the foregoing, no such supplemental agreement shall be entered into unless the Pass Through Trustee shall have received an opinion of counsel, which may be counsel to the Partnerships or either of them, to the effect that such supplemental agreement does not cause the Pass Through Trust Supplementto become taxable as an "association", within the meaning of Treasury Regulation Section 301.7701-4 or to be taxable as other than a pass through entity for Federal income tax purposes. It shall not be necessary for any Act of Certificateholders under this Section 9.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.