Common use of Supplemental Trust Clause in Contracts

Supplemental Trust. Agreements with Consent of --------------------------------------------- Certificateholders. With the consent of the Certificateholders holding ------------------ Certificates representing not less than a majority of the aggregate Outstanding Amount of Certificates of each Series or Class affected thereby, by Act of said Certificateholders delivered to the Originator, the Note Trustee, the Delaware Trustee and the Certificate Trustee, the Originator (with the prior written approval of the Note Issuer) may, and the Certificate Trustee and the Delaware Trustee (subject to Section 8.03) 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 Trust Agreement or of modifying in any manner the rights and obligations of the Holders of Certificates of each such Series or Class under this Trust Agreement; provided, however, that no such --------- ------- supplemental agreement shall, without the consent of the Certificateholder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Certificate Trustee of payments on the Notes or distributions that are required to be made herein on any Certificate, 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 is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Payment Date, Special Payment Date or other date specified herein applicable thereto; (2) permit the disposition of any Note in the Trust Property except as permitted by this Trust Agreement, or otherwise deprive any Holder of Certificates of any Series or Class of the benefit of the ownership of the Notes of the corresponding Series or Class in the Trust; (3) reduce the percentage of the aggregate Outstanding Amount of the Certificates of any Series or Class which is required for any such supplemental agreement, or reduce such percentage required for any waiver (of compliance with certain provisions of this Trust Agreement or certain defaults hereunder and their consequences) provided for in this Trust Agreement; (4) modify any of the provisions of this Section, except to increase any percentage set forth herein or to provide that certain other provisions of this Trust Agreement cannot be modified or waived without the consent of the Holder of each Certificate affected thereby; or (5) adversely affect the status of the Trust as a grantor trust for 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. The Certificate Trustee shall give each Rating Agency five days prior written notice of any such proposed supplemental agreement. Promptly after the execution by the Originator, the Delaware Trustee and the Certificate Trustee of any supplemental agreement pursuant to this Section, the Certificate Trustee shall mail to the Holders of the Certificates to which such agreement relates a notice setting forth in general terms the substance of such agreement. Any failure of the Certificate Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such agreement.

Supplemental Trust. Agreements with Consent of --------------------------------------------- Certificateholders. With the consent of the Certificateholders holding ------------------ Certificates representing not less than a majority of the aggregate Outstanding Amount of Certificates of each Series or Class affected thereby, by Act of said Certificateholders delivered to the Originator, the Note Trustee, the Delaware Trustee and the Certificate Trustee, the Originator (with the prior written approval of the Note Issuer) may, and the Certificate Trustee and the Delaware Trustee (subject to Section 8.03) 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 Trust Agreement or of modifying in any manner the rights and obligations of the Holders of Certificates of each such Series or Class under this Trust Agreement; provided, --------- however, that no such --------- ------- supplemental -------- agreement shall, without the consent of the Certificateholder of each Outstanding Certificate affected thereby: (1a) reduce in any manner the amount of, or delay the timing of, any receipt by the Certificate Trustee of payments on the Notes or distributions that are required to be made herein on any Certificate, 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 is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Payment Distribution Date, Special Payment Distribution Date or other date specified herein applicable thereto; (2b) permit the disposition of any Note in the Trust Property except as permitted by this Trust Agreement, or otherwise deprive any Holder of Certificates of any Series or Class of the benefit of the ownership of the Notes of the corresponding Series or Class in the Trust; (3c) reduce the percentage of the aggregate Outstanding Amount of the Certificates of any Series or Class which that is required for any such supplemental agreement, or reduce such percentage required for any waiver (of compliance with certain provisions of this Trust Agreement or certain defaults hereunder and their consequences) provided for in this Trust Agreement; (4d) modify any of the provisions of this Section, except to increase any percentage set forth herein or to provide that certain other provisions of this Trust Agreement cannot be modified or waived without the consent of the Holder of each Certificate affected thereby; or (5e) adversely affect the status of the Trust as a grantor trust for Federal 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. The Certificate Trustee shall give each Rating Agency five days prior written notice of any such proposed supplemental agreement. Promptly after the execution by the Originator, the Delaware Trustee and the Certificate Trustee of any supplemental agreement pursuant to this Section, the Certificate Trustee shall mail to the Holders of the Certificates to which such agreement relates a notice setting forth in general terms the substance of such agreement. Any failure of the Certificate Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such agreement.

Supplemental Trust. Agreements with Consent of --------------------------------------------- Certificateholders. With the consent of the Certificateholders holding Holders of Certificates evidencing ------------------ Certificates representing Fractional Undivided Interests aggregating not less than a majority of in interest in the aggregate Outstanding Amount of Certificates of each Series or Class affected therebyTrust, by Act of said Certificateholders Holders delivered to Enserch Exploration and the Originator, the Note Trustee, the Delaware Trustee and the Certificate Trustee, the Originator Enserch Exploration may (with the prior written approval consent of the Note Issuer) mayGrantor Trustees, such consent not to be unreasonably withheld), and the Certificate Trustee and the Delaware Trustee (subject to Section 8.039.03) 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 Trust Agreement or of modifying in any manner the rights and obligations of the Holders of the Certificates of each such Series or Class under this Trust Agreement; provided, however, that no such --------- ------- supplemental agreement shall, without -------- ------- the consent of the Certificateholder Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Certificate Trustee of payments on the Secured Notes or distributions that are required to be made herein on any Certificate, 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 is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Payment Date, Special Payment Distribution Date or other date specified herein Special Distribution Date applicable thereto;; or (2) permit the disposition of any Secured Note in the Trust Property except as permitted by this Trust Agreement, or otherwise deprive any Holder of Certificates of any Series or Class Certificateholder of the benefit of the ownership of the Secured Notes of the corresponding Series or Class in the Trust;; or (3) reduce the percentage of the aggregate Outstanding Amount Fractional Undivided Interests of the Certificates of any Series or Class Trust which is required for any such supplemental agreement, or reduce such percentage required for any waiver (of compliance with certain provisions of this Trust Agreement or certain defaults hereunder and their consequences) provided for in this Trust Agreement;; or (4) modify any of the provisions of this SectionSection or Section 6.05, except to increase any such percentage set forth herein or to provide that certain other provisions of this Trust Agreement cannot be modified or waived without the consent of the Holder of each Certificate affected thereby; or (5) adversely affect the status of the Trust as a grantor trust for 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. The Certificate Trustee shall give each Rating Agency five days prior written notice of any such proposed supplemental agreement. Promptly after the execution by the Originator, the Delaware Trustee and the Certificate Trustee of any supplemental agreement pursuant to this Section, the Certificate Trustee shall mail to the Holders of the Certificates to which such agreement relates a notice setting forth in general terms the substance of such agreement. Any failure of the Certificate Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such agreement.

Supplemental Trust. Agreements with Consent of --------------------------------------------- Certificateholders. With the consent of the Certificateholders holding Holders of Certificates evidencing ------------------ Certificates representing Fractional Undivided Interests aggregating not less than a majority of in interest in the aggregate Outstanding Amount of Certificates of each Series or Class affected therebyTrust, by Act of said Certificateholders Holders delivered to the Originator, Company and the Note Pass Through Trustee, the Delaware Trustee and the Certificate Trustee, the Originator (with the prior written approval of the Note Issuer) Company may, and the Certificate Trustee Pass Through Trustee, the Registrar and the Delaware Trustee Paying Agent (subject to Section 8.0310.03) 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 Trust Agreement or of modifying in any manner the rights and obligations of the Holders of the Certificates of each such Series or Class under this Trust Agreement; provided, however, that -------- ------- no such --------- ------- supplemental agreement shall, without the consent of the Certificateholder Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt receipts by the Certificate Pass Through Trustee of payments on the Senior Notes or distributions that are required to be made herein on any Certificate, 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 is payable, or impair the right to institute suit for the enforcement of any such payment or distribution on or after the Payment Date, Special Payment Distribution Date or other date specified herein Special Distribution applicable thereto;; or (2) permit the disposition of any Senior Note in the Trust Property except as permitted by this Trust Agreement, or otherwise deprive any Holder of Certificates of any Series or Class Certificateholder of the benefit of the ownership of the Senior Notes of the corresponding Series or Class in the Trust;; or (3) reduce the percentage of the aggregate Outstanding Amount Fractional Undivided Interests of the Certificates of any Series or Class Trust which is required for any such supplemental agreement, or reduce such percentage required for any waiver (of compliance with certain provisions of this Trust Agreement or certain defaults hereunder and their consequences) provided for in this Trust Agreement;; or (4) modify any of the provisions of this SectionSection or Section 7.05, except to increase any such percentage set forth herein or to provide that certain other provisions of this Trust Agreement cannot be modified or waived without the consent of the Holder of each Certificate affected thereby; or (5) have the effect of any of the events described in Section 9.02 of the Indenture; or (6) otherwise adversely affect the status of the Trust as a grantor trust for Federal income tax purposessuch Certificateholder. 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. The Certificate Trustee shall give each Rating Agency five days prior written notice of any such proposed supplemental agreement. Promptly after the execution by the Originator, the Delaware Trustee and the Certificate Trustee of any supplemental agreement pursuant to this Section, the Certificate Trustee shall mail to the Holders of the Certificates to which such agreement relates a notice setting forth in general terms the substance of such agreement. Any failure of the Certificate Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such agreement.

Supplemental Trust. Agreements with Consent of --------------------------------------------- Certificateholders. ------------------ With the consent of the Certificateholders holding ------------------ Certificates representing not less than a majority of the aggregate Outstanding Amount of Certificates of each Series or Class affected therebyRequired Holders, by Act of said Certificateholders Holders delivered to the Originator, Company and the Note Pass Through Trustee, the Delaware Trustee and the Certificate Trustee, the Originator Company may (with the prior written approval consent of the Note Issuer) mayOwner Lessors, such consent not to be unreasonably withheld), and the Certificate Trustee and the Delaware Pass Through Trustee (subject to Section 8.039.3) shall, enter into an agreement ----------- or agreements supplemental hereto to this Agreement or the Registration Rights Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Pass Through Trust Agreement or the Registration Rights Agreement or of modifying in any manner the rights and obligations of the Holders of the Certificates of each such Series or Class under this Pass Through Trust Agreement or the Registration Rights Agreement; provided, however, that no such --------- -------- ------- supplemental agreement shall, without the consent of the Certificateholder Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Certificate Pass Through Trustee of payments on the Lessor Notes held in the Pass Through Trust, or distributions that are required to be made herein on any CertificateCertificate of such 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 Certificate is such Certificates 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 error after the Payment Date, Special Payment Distribution Date or other date specified herein Special Distribution Date applicable thereto;; or (2) except as provided in this Pass Through Trust Agreement, permit the disposition of any Lessor Note in the Trust Property except as permitted by this Property, or permit the creation of any lien on the Trust AgreementProperty, or otherwise deprive any Holder of Certificates of any Series or Class Certificateholder of the benefit of the ownership of the Lessor Notes held in the Pass Through Trust or the lien of the corresponding Series or Class in the Trust;related Lease Indenture; or (3) reduce the percentage of the aggregate Outstanding Amount of the Certificates of any Series or Class Fractional Undivided Interests 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 Trust Agreement or certain defaults hereunder and their consequences) provided for in this Pass Through Trust Agreement;; or (4) modify any cause the Pass Through Trust to become taxable as an "association", within the meaning of the provisions of this Section, except to increase any percentage set forth herein Treasury Regulation Section 301.7701-2 or to provide that certain be taxable as PASS THROUGH TRUST AGREEMENT A ------------------------------ other provisions than a "fixed investment trust" within the meaning of this Trust Agreement cannot be modified or waived without the consent of the Holder of each Certificate affected thereby; or (5) adversely affect the status of the Trust as a grantor trust for Federal income tax purposesTreasury Regulation 301.7701. 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. The Certificate Trustee shall give each Rating Agency five days prior written notice of any such proposed supplemental agreement. Promptly after the execution by the Originator, the Delaware Trustee and the Certificate Trustee of any supplemental agreement pursuant to this Section, the Certificate Trustee shall mail to the Holders of the Certificates to which such agreement relates a notice setting forth in general terms the substance of such agreement. Any failure of the Certificate Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such agreement.

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 representing evidencing Fractional Undivided Interests aggregating not less than a majority of the aggregate Outstanding Amount of Certificates of each Series or Class affected therebyin interest in such Trust, by Act of said Certificateholders delivered to the Originator, Company and the Note Trustee, the Delaware Trustee Company may and the Certificate Trustee, the Originator (with the prior written approval of the Note Issuer) may, and the Certificate Trustee and the Delaware Trustee (subject to Section 8.039.03) 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 Agreement Supplement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of the Holders Certificateholders of Certificates of each such Series or Class series [Pass Through Trust Agreement] under this Basic Agreement or the related Trust AgreementSupplement; provided, however, that no such --------- ------- supplemental agreement shall, without the consent of the Certificateholder Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Certificate Trustee of payments on the Equipment Notes held in such Trust or distributions that are required to be made herein on any CertificateCertificate of any series, 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 Payment Date, Special Payment Regular Distribution Date or other date specified herein 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 Agreement, or otherwise deprive any Holder of Certificates of any Series or Class of the benefit of the ownership of the Notes of the corresponding Series or Class in the Trust;Supplement; or (3) reduce the percentage of the aggregate Outstanding Amount Fractional Undivided Interests of the Certificates of any Series or Class 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 Agreement Supplement or certain defaults hereunder and their consequences) provided for in this Basic Agreement or such Trust Agreement;Supplement; or (4) modify any of the provisions relating to supplemental agreements that may be executed pursuant to this Section 9.02 or relating to the rights of this Section, except Certificateholders with regard to increase a waiver of an Event of Default hereunder or receipt of any percentage set forth herein or to provide that certain other provisions of this Trust Agreement cannot be modified or waived without the consent of the Holder of each Certificate affected therebypayment hereunder; or (5) adversely affect the status of the any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Code for Federal 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. The Certificate Trustee shall give each Rating Agency five days prior written notice of any such proposed supplemental agreement. Promptly after the execution by the Originator, the Delaware Trustee and the Certificate Trustee of any supplemental agreement pursuant to this Section, the Certificate Trustee shall mail to the Holders of the Certificates to which such agreement relates a notice setting forth in general terms the substance of such agreement. Any failure of the Certificate Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such agreement.

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 representing evidencing Fractional Undivided Interests aggregating not less than a majority of the aggregate Outstanding Amount of Certificates of each Series or Class affected therebyin interest in such Trust, by Act of said Certificateholders delivered to the Originator, Company and the Note Trustee, the Delaware Trustee Company may and the Certificate Trustee, the Originator (with the prior written approval of the Note Issuer) may, and the Certificate Trustee and the Delaware Trustee (subject to Section 8.039.03) 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 Agreement Supplement to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of the Holders Certificateholders of Certificates of each such Series or Class series under this Basic Agreement or the related Trust AgreementSupplement; provided, however, that no such --------- ------- supplemental agreement shall, without the consent of the Certificateholder Holder of each Outstanding Certificate affected thereby: (1) reduce in any manner the amount of, or delay the timing of, any receipt by the Certificate Trustee of payments on the Equipment Notes held in such Trust or distributions that are required to be made herein on any CertificateCertificate of any series, 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 Payment Date, Special Payment Regular Distribution Date or other date specified herein 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 Agreement, or otherwise deprive any Holder of Certificates of any Series or Class of the benefit of the ownership of the Notes of the corresponding Series or Class in the Trust;Supplement; or (3) reduce the percentage of the aggregate Outstanding Amount Fractional Undivided Interests of the Certificates of any Series or Class 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 Agreement Supplement or certain defaults hereunder and their consequences) provided for in this Basic Agreement or such Trust Agreement;Supplement; or (4) modify any of the provisions relating to supplemental agreements that may be executed pursuant to this Section 9.02 or relating to the rights of this Section, except Certificateholders with regard to increase a waiver of an Event of Default hereunder or receipt of any percentage set forth herein or to provide that certain other provisions of this Trust Agreement cannot be modified or waived without the consent of the Holder of each Certificate affected therebypayment hereunder; or (5) adversely affect the status of the any Trust as a grantor trust under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Code for Federal 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. The Certificate Trustee shall give each Rating Agency five days prior written notice of any such proposed supplemental agreement. Promptly after the execution by the Originator, the Delaware Trustee and the Certificate Trustee of any supplemental agreement pursuant to this Section, the Certificate Trustee shall mail to the Holders of the Certificates to which such agreement relates a notice setting forth in general terms the substance of such agreement. Any failure of the Certificate Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such agreement.