Common use of Supplemental Agreements Without Consent of Applicable Certificateholders Clause in Contracts

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that (a) clause (2) and (3) of such Section 9.01 shall be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase Agreement, (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement" and (ii) enter into one or more agreements supplemental to this Agreement to provide for the formation of a Class D Trust, the issuance of Class D Certificates, the purchase by the Class D Trust of the Equipment Notes and other matters incident thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clause clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase AgreementNPA, and (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement" and ", (ii) enter into one or more agreements supplemental to this the Agreement, the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the NPA or the Deposit Agreement to provide for the formation of the Class C Trust, the issuance of the Class C Certificates, the purchase by the Class C Trust of Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement; PROVIDED that (x) a Ratings Confirmation for the Applicable Certificates, the Class A-2 Certificates and the Class B Certificates shall have been obtained with respect to such agreements and (y) the Company shall have certified to the Trustee and to the Other Trustees that such agreements shall not materially and adversely affect the Applicable Certificateholders, the Class A-2 Certificateholders or the Class B Certificateholders and (iii) enter into one or more agreements supplemental to the Agreement to provide for the formation of a Class D Trust, the issuance of Class D Certificates, the purchase by the Class D Trust of the Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clause clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase AgreementNPA, and (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity FacilityAgreement" shall also be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement" and ", (ii) enter into one or more agreements supplemental to this the Agreement, the Intercreditor Agreement or the NPA to provide for the formation of a Class D Trustone or more Additional Trusts, the issuance of Class D Additional Certificates, the purchase by the Class D any Additional Trust of the applicable Additional Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1 of the Intercreditor Agreement, and (iii) enter into one or more agreements supplemental to the Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1(c) of the Intercreditor Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clause clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase AgreementNPA, and (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement" and ", (ii) enter into one or more agreements supplemental to this the Agreement, the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the NPA or the Deposit Agreement to provide for the formation of the Class C Trust, the issuance of the Class C Certificates, the purchase by the Class C Trust of Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement; PROVIDED that (x) a Ratings Confirmation for the Applicable Certificates, the Class A-1 Certificates and the Class B Certificates shall have been obtained with respect to such agreements and (y) the Company shall have certified to the Trustee and to the Other Trustees that such agreements shall not materially and adversely affect the Applicable Certificateholders, the Class A-1 Certificateholders or the Class B Certificateholders and (iii) enter into one or more agreements supplemental to the Agreement to provide for the formation of a Class D Trust, the issuance of Class D Certificates, the purchase by the Class D Trust of the Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clause clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase AgreementNPA, and (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement" and ", (ii) enter into one or more agreements supplemental to this the Agreement, the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the NPA or the Deposit Agreement to provide for the formation of the Class C Trust, the issuance of the Class C Certificates, the purchase by the Class C Trust of Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement; PROVIDED that (x) a Ratings Confirmation for the Applicable Certificates, the Class A-1 Certificates and the Class A-2 Certificates shall have been obtained with respect to such agreements and (y) the Company shall have certified to the Trustee and to the Other Trustees that such agreements shall not materially and adversely affect the Applicable Certificateholders, the Class A-1 Certificateholders or the Class A-2 Certificateholders and (iii) enter into one or more agreements supplemental to the Agreement to provide for the formation of a Class D Trust, the issuance of Class D Certificates, the purchase by the Class D Trust of the Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clause clauses (2) and (3) of BACK such Section 9.01 shall also be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase AgreementNPA, and (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement" and ", (ii) enter into one or more agreements supplemental to this the Agreement, the Intercreditor Agreement or the NPA to provide for the formation of a Class D Trustone or more Additional Trusts, the issuance of Class D Additional Certificates, the purchase by the Class D any Additional Trust of the applicable Additional Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1 of the Intercreditor Agreement, and (iii) enter into one or more agreements supplemental to the Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1(c) of the Intercreditor Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's ’s request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement or the Deposit a Participation Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clause clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's ’s obligations under (in the case of clause (2)), and the Company's ’s rights and powers conferred by (in the case of clause (3)), the Note Purchase AgreementParticipation Agreements, and (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (4), (6) and (7) of such Section 9.01 to "“any Intercreditor Agreement or any Liquidity Facility" Agreement” shall also be deemed to refer to "“the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement" and Participation Agreements”, (ii) enter into one or more agreements supplemental to this the Agreement, the Intercreditor Agreement or the Participation Agreements to provide for the formation of a Class D Trustone or more Additional Trusts, the issuance of Class D Additional Certificates, the purchase by the Class D any Additional Trust of the applicable Additional Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 9.1 of the Intercreditor Agreement, and (iii) enter into one or more agreements supplemental to the Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 9.1(c) of the Intercreditor Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement or NPA, the Deposit Agreement, the Reference Agency Agreement, the Policy or the Policy Provider Agreement for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clause the reference in the introductory paragraph of Section 9.01 of the Basic Agreement to a "Liquidity Facility" shall be deemed to refer to "the Above-Cap Liquidity Facility and the Primary Liquidity Facility", (b) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase AgreementNPA, (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Reference Agency Agreement, the Note Purchase Agreement Policy or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Policy Provider Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to refer to "the Intercreditor Agreement, the Above-Cap Liquidity Facility, the Primary Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement or Reference Agency Agreement, the NPA, the Deposit Agreement" and , the Policy or the Policy Provider Agreement", (ii) enter into one or more agreements supplemental to this the Agreement, the Intercreditor Agreement, the Reference Agency Agreement or the NPA to provide for the formation of the Re-Issued Class H Trust, the issuance of the Re-Issued Class H Certificates, the purchase by the Re-Issued Class H Trust of Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement; PROVIDED that (x) a Ratings Confirmation for the Applicable Certificates and the Class G-2 Certificates shall have been obtained with respect to such agreements and (y) the Company shall have certified to the Trustee and to the Other Trustees that such agreements shall not materially and adversely affect the Applicable Certificateholders or the Class G-2 Certificateholders and (iii) enter into one or more agreements supplemental to the Agreement to provide for the formation of a Class D J Trust, the issuance of Class D J Certificates, the purchase by the Class D J Trust of the Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's ’s request, (i) at any time and from time to time, (i) enter into one or more agreements supplemental to the Agreement, the Escrow Agreement, the Note Purchase Deposit Agreement, the Intercreditor Agreement or the Deposit Note Purchase Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that (a) clause (2) and (3) of such Section 9.01 shall be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase Agreement, (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement" and (ii) enter into one or more agreements supplemental to this Agreement to provide for the formation of a Class D Trust, the issuance of Class D Certificates, the purchase by the Class D Trust of the Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(i) of the Note Purchase Agreement and Section 9.1 of the Intercreditor Agreement, and (ii) at any time and from time to time subsequent to the Cut-off Date, enter into one or more agreements supplemental to the Agreement, the Intercreditor Agreement or the Note Purchase Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes or a single Additional Trust, the issuance of Additional Certificates, the purchase by the Additional Trust of applicable Additional Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(i) of the Note Purchase Agreement and Section 9.1(c) and (d) of the Intercreditor Agreement. All references in clauses (4), (6) and (7) of Section 9.01 of the Basic Agreement to “any Note Purchase Agreement or any Liquidity Facility” shall also be deemed to refer to “the Note Purchase Agreement, the Liquidity Facility, the Escrow Agreement or the Deposit Agreement”.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clause clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's obligations under (in the case BACK of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase AgreementNPA, and (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement" and ", (ii) enter into one or more agreements supplemental to this the Agreement, the Intercreditor Agreement or the NPA to provide for the formation of a Class D Trustone or more Additional Trusts, the issuance of Class D Additional Certificates, the purchase by the Class D any Additional Trust of the applicable Additional Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1 of the Intercreditor Agreement, and (iii) enter into one or more agreements supplemental to the Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1(c) of the Intercreditor Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clause clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase AgreementNPA, and (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement" and ", (ii) enter into one or more agreements supplemental to this the Agreement, the Intercreditor Agreement or the NPA to provide for the formation of a Class D Trustone or more Additional Trusts, the BACK issuance of Class D Additional Certificates, the purchase by the Class D any Additional Trust of the applicable Additional Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1 of the Intercreditor Agreement, and (iii) enter into one or more agreements supplemental to the Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1(c) of the Intercreditor Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement or NPA, the Deposit Agreement, the Reference Agency Agreement, the Policy or the Policy Provider Agreement for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clause the reference in the introductory paragraph of Section 9.01 of the Basic Agreement to a "Liquidity Facility" shall be deemed to refer to "the Above-Cap Liquidity Facility and the Primary Liquidity Facility", (b) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase AgreementNPA, (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Reference Agency Agreement, the Note Purchase Agreement Policy or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Policy Provider Agreement and (c) references in clauses (4), (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to refer to "the Intercreditor Agreement, the Above-Cap Liquidity Facility, the Primary Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement or Reference Agency Agreement, the NPA, the Deposit Agreement" and , the Policy or the Policy Provider Agreement", (ii) enter into one or more agreements supplemental to this the Agreement, the Intercreditor Agreement, the Reference Agency Agreement or the NPA to provide for the formation of the Re-Issued Class H Trust, the issuance of the Re-Issued Class H Certificates, the purchase by the Re-Issued Class H Trust of Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement; PROVIDED that (x) a Ratings Confirmation for the Applicable Certificates and the Class G-2 Certificates shall have been obtained with respect to such agreements and (y) the Company shall have certified to the Trustee and to the Other Trustees that such agreements shall not materially and adversely affect the Applicable Certificateholders or the Class G-2 Certificateholders and (iii) enter into one or more agreements supplemental to the Agreement to provide for the formation of a Class D J Trust, the issuance of Class D J Certificates, the purchase by the Class D J Trust of the Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the BACK Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's ’s request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clause clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's ’s obligations under (in the case of clause (2)), and the Company's ’s rights and powers conferred by (in the case of clause (3)), the Note Purchase AgreementNPA, and (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (4), (6) and (7) of such Section 9.01 to "“any Intercreditor Agreement or any Liquidity Facility" ” shall also be deemed to refer to "“the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement" and ”, (ii) enter into one or more agreements supplemental to this the Agreement, the Intercreditor Agreement or the NPA to provide for the formation of a Class D single Additional Trust, the issuance of Class D Additional Certificates, the purchase by the Class D Additional Trust (if any) of the applicable Additional Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1 of the Intercreditor Agreement, and (iii) enter into one or more agreements supplemental to the Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1(c) of the Intercreditor Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that (a) clause (2) and (3) of such Section 9.01 shall be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase Agreement, (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement" and (ii) enter into one or more agreements supplemental to this Agreement to provide for the formation of a Class D Trust, the issuance of Class D Certificates, the purchase by the Class D Trust of the Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's ’s request, (i) at any time and from time to time, (i) enter into one or more agreements supplemental to the Agreement, the Escrow Agreement, the Note Purchase Deposit Agreement, the Intercreditor Agreement or the Deposit Note Purchase Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that (a) clause (2) and (3) of such Section 9.01 shall be deemed to include the Company's obligations under (in the case of clause (2)), and the Company's rights and powers conferred by (in the case of clause (3)), the Note Purchase Agreement, (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (6) and (7) of such Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement" and (ii) enter into one or more agreements supplemental to this Agreement to provide for the formation of a Class D Trust, the issuance of Class D Certificates, the purchase by the Class D Trust of the Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(i) of the Note Purchase Agreement and Section 9.1 of the Intercreditor Agreement, and (ii) at any time and from time to time subsequent to the Cut-off Date, enter into one or more agreements supplemental to the Agreement, the Intercreditor Agreement or the Note Purchase Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes or a single Additional Trust, the issuance of Additional Certificates, the purchase by the Additional Trust of applicable Additional Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(i) of the Note Purchase Agreement and Section 9.1(c) of the Intercreditor Agreement. All references in clauses (4), (6) and (7) of Section 9.01 of the Basic Agreement to “any Note Purchase Agreement or any Liquidity Facility” shall also be deemed to refer to “the Note Purchase Agreement, the Liquidity Facility, the Escrow Agreement or the Deposit Agreement”.

Supplemental Agreements Without Consent of Applicable Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's ’s request, at any time and from time to time, (i) enter into one or more agreements supplemental to the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, except that and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clause clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company's ’s obligations under (in the case of clause (2)), and the Company's ’s rights and powers conferred by (in the case of clause (3)), the Note Purchase AgreementNPA, and (b) clause (4) of such Section 9.01 shall be deemed to include corrections or supplements to provisions of the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement which may be defective or inconsistent with any other provision of this Agreement or contained in any agreement referred to in such clause (4) and the curing of any ambiguity or the modification of any other provision with respect to matters or questions arising under the Escrow Agreement, the Note Purchase Agreement or the Deposit Agreement and (c) references in clauses (4), (6) and (7) of such Section 9.01 to "“any Intercreditor Agreement or any Liquidity Facility" ” shall also be deemed to refer to "“the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the Note Purchase Agreement NPA or the Deposit Agreement" and ”; (ii) enter into one or more agreements supplemental to this the Agreement, the Intercreditor Agreement or the NPA to provide for the formation of a Class D single Additional Trust, the issuance of Class D Additional Certificates, the purchase by the Class D Additional Trust (if any) of the applicable Additional Equipment Notes and other matters incident incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1 of the Intercreditor Agreement, and (iii) enter into one or more agreements supplemental to the Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1(c) of the Intercreditor Agreement.