Common use of Amendments, Waivers, Etc Clause in Contracts

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDED, HOWEVER, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a)9.5 hereof, with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent Agent, the Policy Provider and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplementCertificates; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso ) (collectively, together with this proviso and Section 9.1, the "CONTINENTAL PROVISIONSNorthwest Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Northwest with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement Financing Agreement, Leased Aircraft Indenture or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c)Owned Aircraft Indenture, then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalNorthwest. Notwithstanding the foregoing, without the consent of each Certificateholder Certificateholder, the Policy Provider and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or the Policy. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Trustee or any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Trustee or any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics provisions for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.06(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 of the Basic Agreement)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof8.01(c); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.06(c), Section 3.6(f)(other 3.06(e), 3.06(f)(other than the last sentence thereof), Section 3.6(l3.06(l), this proviso of 8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c), the second sentence of Section 10.6 8.01(c) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONSAmerican Provisions") or ), (y) would otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental American with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and Agent, each Liquidity Provider and the Policy Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplementCertificates; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(c), Section 3.6(d), Section 3.6(e), Section 3.6(f)(other 3.6(f) (other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), or the second sentence of Section 10.6 or this proviso Section 9.1 (collectively, the "CONTINENTAL PROVISIONSUS Airways Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental US Airways with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalUS Airways. Notwithstanding the foregoing, without the consent of each Certificateholder and Certificateholder, each Liquidity Provider and the Policy Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or the Policy. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement of Delta and the Subordination Agent without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider (i) is in accordance with Section 9.1(c) hereof order to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity in order to make any other provision in regard to matters or inconsistency or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected) or (iii) if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c), Section 9.1(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “Delta Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or of Continental Delta with respect to its Delta’s ability to replace any Liquidity Facility or with respect to its Delta’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalDelta. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple instruments for such Replacement Liquidity Facilities Facility for an individual Trusta single Trust (including without limitation clauses (i) and (ii) of Section 2.04(a) and clauses “first” through “fifth” of Section 3.02, in each case, with respect to the Replacement Liquidity Provider of such Replacement Liquidity Facility).

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement of JetBlue and the Subordination Agent (which will execute such agreement as directed by JetBlue, to the extent such amendment is in accordance with this Section 8.01(a)) without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider (i) is in accordance with Section 9.1(c) hereof order to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity in order to make any other provision in regard to matters or inconsistency or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected), (iii) in order to give effect to substitution of any Aircraft pursuant to Section 7.04(f) of the related Indenture and other matters incidental thereto or (iv) if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c), Section 9.1(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “JetBlue Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or of Continental JetBlue with respect to its JetBlue’s ability to replace any Liquidity Facility or with respect to its JetBlue’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalJetBlue. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple instruments for such Replacement Liquidity Facilities Facility for an individual Trusta single Trust (including without limitation clauses (i) and (ii) of Section 2.04(a) and clauses “first” through “fifth” of Section 3.02, in each case, with respect to the Replacement Liquidity Provider of such Replacement Liquidity Facility).

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility Facility, or any amendment contemplated by the last sentence of this Section 9.1(a) or 9.1(c), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and Agent, each Liquidity Provider and the Policy Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider or the Policy Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof3.6(f), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONSAmerica West Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental America West with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerica West. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider and the Policy Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or the Policy. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement of JetBlue and the Subordination Agent (which will execute such agreement as directed by JetBlue, to the extent such amendment is in accordance with this Section 8.01(a)) without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider (i) is in accordance with Section 9.1(c) hereof order to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity in order to make any other provision in regard to matters or inconsistency or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected), (iii) in order to give effect to substitution of any Aircraft pursuant to Section 7.04(f) of the related Indenture and other matters incidental thereto or (iv) if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c), Section 9.1(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “JetBlue Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or of Continental JetBlue with respect to its JetBlue’s ability to replace any Liquidity Facility or with respect to its JetBlue’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalJetBlue. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple instruments for such Replacement Liquidity Facilities Facility for an individual Trust.a single Trust (including without limitation clauses (i) and (ii) of Section 2.04(a) and clauses “first” through “fifth” of Section 3.02, in each case, with respect to the Replacement Liquidity Provider of such Replacement Liquidity Facility). Intercreditor Agreement (2020-1)

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a)hereof, with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or 45 49 the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof3.6(f), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONSAmerica West Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental America West with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerica West. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDED, HOWEVER, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.of

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a)hereof, with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDED, HOWEVER, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each the Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), acting with the consent of holders of Certificates of the related each Class evidencing interests in the related Trust or Trusts of such Class aggregating not less than a majority in interest in such Trust or Trusts of such Class or as otherwise authorized pursuant to the relevant Trust AgreementAgreements), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any the Trustee if such supplement, modification or amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee the Trustee, the Liquidity Providers or the holders of the related Class of Certificates and (y) any Liquidity Provider Certificates; provided, further, however, that if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), 3.6(f) or the second sentence of Section 10.6 or this proviso (collectively, together with this proviso, the "CONTINENTAL PROVISIONSUnited Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or United with respect to its payment obligations under any Operative Agreement Lease or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c)Owned Aircraft Indenture, then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalUnited. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition Trusts of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.same Class

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each the Class A Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.5(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of the Class A Certificates of the related Class evidencing interests in the related Class A Trust aggregating not less than a majority in interest in such the Class A Trust or as otherwise authorized pursuant to the relevant Class A Trust Agreement), the Subordination Agent and each the Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any the Class A Trustee or the Liquidity Provider if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such the Class A Trustee or the holders of the related Class of A Certificates and (y) any or the Liquidity Provider if such supplementProvider; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e2.4, Section 3.2, Section 3.5(e), Section 3.6(f)(other 3.5(f) (other than the last sentence thereof), Section 3.6(l3.5(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS"“United Provisions”) or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental United with respect to its ability to replace any the Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalUnited. Notwithstanding the foregoing, (A) without the consent of each Class A Certificateholder and each the Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Class A Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith and (B) without the prior written consent of the Liquidity Provider, no amendment, supplement, modification or waiver of any of the provisions of this Agreement may alter or modify (iii) Section 2.4 or Section 3.2 (except as expressly provided in Section 9.1(c) but in no event shall any such alteration or modification adversely affect the Liquidity Provider), (ii) to the extent such Section relates to the rights or obligations of the Liquidity Provider, Section 2.6(c) or (iii) to the extent such Section relates to the rights or obligations of the Liquidity Provider, Section 3.5 (except as provided in the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities). Nothing contained in this Section shall require the consent of a the Class A Trustee at any time following the payment of Final Distributions with respect to the related Class of A Certificates. If the Replacement Liquidity Facility for any the Liquidity Facility in accordance with Section 3.6(e3.5(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Trustee or any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or of Continental American with respect to its American’s ability to replace any Liquidity Facility or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or American Airlines Aircraft EETC amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics provisions for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement of American and the Subordination Agent (which will execute such agreement as directed by American, to the extent such amendment is in accordance with this Section 8.01(a)) without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, (iii) to make any other provision in regard to matters or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected) or (iv) if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If 55 Intercreditor Agreement (2019-1) American Airlines Aircraft EETC the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple instruments for such Replacement Liquidity Facilities Facility for an individual Trusta single Trust (including without limitation clauses (i) and (ii) of Section 2.04(a) and clauses “first” through “fifth” of Section 3.02, in each case, with respect to the Replacement Liquidity Provider of such Replacement Liquidity Facility).

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a)hereof, with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) 9.1 hereof; PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), or the second sentence of Section 10.6 or this proviso (collectively, together with this proviso and Section 9.1, the "CONTINENTAL PROVISIONSUS Airways Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental US Airways with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement Financing Agreement, Leased or Owned Aircraft Indenture or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalUS Airways. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.5(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee or any Liquidity Provider if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) or Section 9.1(d) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider if such supplementProvider; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e2.4, Section 3.2, Section 3.5(e), Section 3.6(f)(other 3.5(f)(other than the last sentence thereof), Section 3.6(l3.5(l), the last sentence of this Section 9.1(a), Section 9.1(c), Section 9.1(d), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS"“United Provisions”) or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental United with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c) or Section 9.1(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalUnited. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), Section 9.1(c) or Section 9.1(d), modify Section 2.4, 2.4 or 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e3.5(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a)hereof, with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDED, HOWEVER, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), or the second sentence of Section 10.6 or (collectively, together with this proviso (collectivelyand Section 9.1(c), the "CONTINENTAL PROVISIONS") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement Financing Agreement, Leased or Owned Aircraft Indenture or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof8.01(c); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c), the second sentence of Section 10.6 8.01(c) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the applicable Liquidity FacilitiesFacility. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Intercreditor Agreement (2009-1) AA Aircraft EETC “Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a)hereof, with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), or the second sentence of Section 10.6 or this proviso (collectively, together with this proviso and Section 9.1(c), the "CONTINENTAL PROVISIONSAtlas Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Atlas with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.any

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Primary Liquidity Facility, any amendment pursuant to Section 3.6(c)(iv) hereof with respect to any Replacement Above-Cap Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and Agent, each Liquidity Provider and the Policy Provider; PROVIDED, HOWEVER, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) or Section 9.1(d) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereofCertificates; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.this

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.5(e)(v)(y) hereof with respect to any Replacement Primary Liquidity Facility, any amendment pursuant to Section 3.5(c)(iv) hereof with respect to any Replacement Above-Cap Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and Agent, each Liquidity Provider and the Policy Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplementCertificates; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e3.5(e), Section 3.6(f)(other 3.5(f)(other than the last sentence thereof), Section 3.6(l3.5(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONSContinental Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Primary Liquidity Provider or of Continental with respect to its ability to replace any the Primary Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and Certificateholder, each Liquidity Provider and the Policy Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 2.4 or 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or the Policy. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Primary Liquidity Facility for any the Primary Liquidity Facility in accordance with Section 3.6(e3.5(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Primary Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Primary Liquidity Facilities for an individual Trust. If the Replacement Above-Cap Liquidity Facility for the Above-Cap Liquidity Facility in accordance with Section 3.5(c)(iv) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Above-Cap Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Above-Cap Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not American Airlines Aircraft EETC less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Trustee or any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics provisions for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Primary Liquidity Facility, any amendment pursuant to Section 3.6(c)(ii)(z) hereof with respect to any Replacement Above-Cap Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and Agent, each Liquidity Provider and the Policy Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee or the Liquidity Providers if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially materially, adversely affect such Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider if such supplementProvider; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 2.4(a), Section 2.4(b), Section 3.2, Section 3.4, Section 3.6(e), Section 3.6(f)(other than the last sentence thereof3.6(f), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS"“JetBlue Provisions”) or (y) otherwise adversely affect the interests of a potential Replacement Primary Liquidity Provider or of Continental JetBlue with respect to its ability to replace any Primary Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalJetBlue. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider and the Policy Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or therewith, (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 2.4 or 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or either Policy or (iii) modify the definition of “Reserve Amount”. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Primary Liquidity Facility for any Primary Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Primary Liquidity Facility"”, then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Primary Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Trustee or any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity American Airlines Aircraft EETC Provider or Replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics provisions for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Primary Liquidity Facility, any amendment pursuant to Section 3.6(c)(ii)(z) hereof with respect to any Replacement Above-Cap Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and Agent, each Liquidity Provider and the Policy Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee or the Liquidity Providers if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially materially, adversely affect such Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider if such supplement; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 2.4(a), Section 2.4(b), Section 3.2, Section 3.4, Section 3.6(e), Section 3.6(f)(other than the last sentence thereof3.6(f), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS"“JetBlue Provisions”) or (y) otherwise adversely affect the interests of a potential Replacement Primary Liquidity Provider or of Continental JetBlue with respect to its ability to replace any Primary Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalJetBlue. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider and the Policy Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or therewith, (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 2.4 or 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or either Policy or (iii) modify the definition of “Reserve Amount”. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Primary Liquidity Facility for any Primary Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Primary Liquidity Facility"”, then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Primary Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement of American and the Subordination Agent (which will execute such agreement as directed by American, to the extent such amendment is in accordance with this Section 8.01(a)) without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, (iii) to make any other provision in regard to matters or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected), (iv) in order to give effect to substitution of any Aircraft pursuant to Section 7.04(f) of the related Indenture and other matters incidental thereto or (v) if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, thathowever, that (i) if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or 50 Intercreditor Agreement (2021-1) American Airlines EETC the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican and (ii) if such supplement, amendment or modification would directly or indirectly amend, modify or supersede, or otherwise conflict with, the last sentence of Section 4.01(a)(i), then such supplement, amendment or modification shall not be effective without the unanimous consent of the holders of the Outstanding Certificates. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple instruments for such Replacement Liquidity Facilities Facility for an individual Trusta single Trust (including without limitation clauses (i) and (ii) of Section 2.04(a) and clauses “first” through “fifth” of Section 3.02, in each case, with respect to the Replacement Liquidity Provider of such Replacement Liquidity Facility).

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by and the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without with the consent of such Trustee (xacting without any consent of the Certificateholders of the related Class) any Trustee if such supplement, modification or amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider or as otherwise permitted under Section 9.01 of the relevant Trust Agreement); provided, further, however, that if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other 3.6(f) (other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), ) or the second sentence of Section 10.6 or this proviso (collectively, together with this proviso, the "CONTINENTAL PROVISIONSContinental Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Participation Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c)Indenture, then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each the Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of the Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such the Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each the Liquidity Provider; PROVIDED, HOWEVER, that this Agreement may be supplemented, amended or modified without the consent of (x) any the Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such the Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereofCertificates; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other 3.6(f) (other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any the Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each the Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any the Trust evidenced by the Certificates issued by such the Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacility. Nothing contained in this Section shall require the consent of a the Trustee at any time following the payment of Final Triggering Event Distributions with respect to the related Class of Certificatesin full. If the any Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument or an instrument other than a revolving credit agreement, in each case, as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities or for an individual Trustsuch instrument, as the case may be.

Amendments, Waivers, Etc. (a) This Agreement may not be ------------------------- supplemented, amended or modified without the consent of each the Trustee (acting, acting except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.6(e) hereof with -------------- respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), ) with the consent of holders of -------------- Certificates of the related each Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreements), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, -------- ------- amended or modified without the consent of (x) any Trustee and any Liquidity Provider if such supplement, modification or amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee Trustee, the Liquidity Providers or the holders of the related Class of Certificates and (y) any Liquidity Provider Certificates; provided, further, however, that -------- ------- ------- if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), 3.6(f) -------------- -------------- or the second sentence of Section 10.6 or this proviso (collectively, together with this ------------ proviso, the "CONTINENTAL PROVISIONSUnited Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or United with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c)Indenture, then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalUnited. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust or Trusts of the same Class evidenced by the Certificates issued by such Trust or Trusts necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 3.2, ----------- --- 3.3 or 3.3 hereof, 3.6(f) relating to the distribution of monies received by the --- ------ Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 9.1 shall require the consent of ----------- the Trustee with respect to a Trustee Class of Certificates at any time following the payment of Final Distributions with respect to the related such Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one -------------- instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and and, subject to clause (ii) of the proviso in Section 9.1(c), each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) or 9.1(d) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c9.1(d) hereof; PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other 3.6(f) (other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), ) or Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONSSouthwest Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Southwest with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalSouthwest. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or replacement Depositary or AA Aircraft EETC of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplementCertificates; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), or the second sentence of Section 10.6 or this proviso Section 9.1 (collectively, the "CONTINENTAL PROVISIONSUS Airways Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental US Airways with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalUS Airways. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by and the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDED, HOWEVER, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereofCertificates; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONSProvisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c)Agreement, then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and and, subject to clause (ii) of the proviso in Section 9.1(c), each Liquidity Provider; PROVIDED, HOWEVER, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) or 9.1(d) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c9.1(d) hereof; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other 3.6(f) (other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), Section 9.1(d), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c) or 9.1(d), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or 9.1(d) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.06(e)(v)(3) hereof with respect to any Replacement Liquidity Facility or Section 3.06(c)(ii) or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 of the Basic Agreement)), the Subordination Agent Agent, the Policy Provider and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplementCertificates; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.06(c), Section 3.6(f)(other 3.06(e), 3.06(f) (other than the last sentence thereof), 3.06(l), this proviso of this Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), or Section 9.1(c), the second sentence of Section 10.6 or this proviso 9.06 (collectively, the "CONTINENTAL DELTA PROVISIONS") or ), (y) would otherwise adversely affect the interests of a potential Replacement Primary Liquidity Provider or of Continental Delta with respect to its ability to replace any the Primary Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c8.01(a), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalDelta. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby, the Policy Provider and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or the Policy. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Primary Liquidity Facility for any the Primary Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Primary Liquidity Facility", then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Primary Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement of Spirit and the Subordination Agent without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider (i) is in accordance with Section 9.1(c) hereof order to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity in order to make any other provision in regard to matters or inconsistency or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected) or (iii) if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c), Section 9.1(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS"“Spirit 45 Intercreditor Agreement (2017-1) or (Spirit 2017-1 EETC) Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental Spirit with respect to its Spirit’s ability to replace any Liquidity Facility or the Depositary or with respect to its Spirit’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalSpirit. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple instruments for such Replacement Liquidity Facilities Facility for an individual Trusta single Trust (including without limitation clauses (i) and (ii) of Section 2.04(a) and clauses “first” through “fifth” of Section 3.02, in each case, with respect to the Replacement Liquidity Provider for such Replacement Liquidity Facility.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.5(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) or Section 9.1(d) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplementCertificates; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e3.5(e), Section 3.6(f)(other 3.5(f)(other than the last sentence thereof), Section 3.6(l3.5(l), the last sentence of this Section 9.1(a), Section 9.1(c), Section 9.1(d), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONSContinental Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c) or Section 9.1(d), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), Section 9.1(c) or Section 9.1(d), modify Section 2.4, 2.4 or 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e3.5(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and Agent, each Liquidity Provider and the Policy Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider and the Policy Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other 3.6(f) (other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), or the second sentence of Section 10.6 or this proviso Section 9.1 (collectively, the "CONTINENTAL PROVISIONSUS Airways Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental US Airways with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalUS Airways. Notwithstanding the foregoing, without the consent of each Certificateholder and Certificateholder, each Liquidity Provider and the Policy Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or the Policy. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Primary Liquidity Facility, any amendment pursuant to Section 3.6(c)(iv) hereof with respect to any Replacement Above-Cap Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 ) or this proviso (collectively, the "CONTINENTAL PROVISIONSNorthwest Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Primary Liquidity Provider or of Continental Northwest with respect to its ability to replace any Primary Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalNorthwest. Notwithstanding the foregoing, without the consent of each Certificateholder and each Primary Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the any Replacement Primary Liquidity Facility for any Primary Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Primary Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Primary Liquidity Facilities for an individual a Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Trustee or any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “LATAM Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental LATAM with respect to its LATAM’s ability to replace any Liquidity Facility or the Depositary or with respect to its LATAM’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalLATAM. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in this Section 9.1(c8.01(a), Section 8.01(c) or the last sentence of this Section 9.1(a8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.. 50

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “Delta Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or replacement Depositary or of Continental Delta with respect to its Delta’s ability to replace any Liquidity Facility or the Depositary or with respect to its Delta’s payment obligations under any Operative Agreement or (Bz) is made pursuant to Intercreditor Agreement (2009-1) (2009-1 EETC) 47 the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalDelta. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a)9.5 hereof, with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDED, HOWEVER, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof 9.5 or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereofCertificates; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso ) (collectively, together with this proviso and Section 9.1, the "CONTINENTAL NORTHWEST PROVISIONS") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Northwest with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement Financing Agreement, Leased Aircraft Indenture or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c)Owned Aircraft Indenture, then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalNorthwest. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “Delta Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or replacement Depositary or of Continental Delta with respect to its Delta’s ability to replace any Liquidity Facility or the Depositary or with respect to its Delta’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalDelta. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent Intercreditor Agreement (2011-1) (2011-1 EETC) 47 hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.06(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 of the Basic Agreement)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof8.01(c); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.06(c), Section 3.6(f)(other 3.06(e), 3.06(f) (other than the last sentence thereof), Section 3.6(l3.06(l), this proviso of 8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c), the second sentence of Section 10.6 8.01(c) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONSDelta Provisions") or ), (y) would otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Delta with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalDelta. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Trustee or any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity American Airlines Aircraft EETC Provider or of Continental American with respect to its American’s ability to replace any Liquidity Facility or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics provisions for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “Delta Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or replacement Depositary or of Continental Delta with respect to its Delta’s ability to replace any Liquidity Facility or the Depositary or with respect to its Delta’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalDelta. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.5(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee or any Liquidity Provider if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) or Section 9.1(d) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider if such supplementProvider; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e2.4, Section 3.2, Section 3.5(e), Section 3.6(f)(other 3.5(f)(other than the last sentence thereof), Section 3.6(l3.5(l), the last sentence of this Section 9.1(a), Section 9.1(c), Section 9.1(d), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS"“Northwest Provisions”) or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Northwest with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c) or Section 9.1(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalNorthwest. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), Section 9.1(c) or Section 9.1(d), modify Section 2.4, 2.4 or 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e3.5(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement of Delta and the Subordination Agent (which will execute such agreement as directed by Delta, to the extent such amendment is in accordance with this Section 8.01(a)) without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider (i) is in accordance with Section 9.1(c) hereof order to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity in order to make any other provision in regard to matters or inconsistency or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected), (iii) in order to give effect to substitution of any Aircraft pursuant to Section 7.04(f) of the related Indenture and other matters incidental thereto or (iv) if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c), Section 9.1(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “Delta Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or of Continental Delta with respect to its Delta’s ability to replace any Liquidity Facility or with respect to its Delta’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalDelta. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple instruments for such Replacement Liquidity Facilities Facility for an individual Trusta single Trust (including without limitation clauses (i) and (ii) of Section 2.04(a) and clauses “first” through “fifth” of Section 3.02, in each case, with respect to the Replacement Liquidity Provider of such Replacement Liquidity Facility).

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.06(e)(v)(3) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 of the Basic Agreement)), the Subordination Agent Agent, the Policy Provider and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplementCertificates; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.06(c), Section 3.6(f)(other 3.06(e), 3.06(f) (other than the last sentence thereof), 3.06(l), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), or Section 9.1(c), the second sentence of Section 10.6 or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONSDelta Provisions") or ), (y) would otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Delta with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c8.01(a), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalDelta. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby, the Policy Provider and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or any Policy. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be ------------------------- supplemented, amended or modified without the consent of each the Trustee (acting, acting except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.6(e) hereof with -------------- respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), ) with the consent of holders of -------------- Certificates of the related each Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreements), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, -------- ------- amended or modified without the consent of (x) any Trustee and any Liquidity Provider if such supplement, modification or amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially -------------- adversely affect such Trustee Trustee, the Liquidity Providers or the holders of the related Class of Certificates and (y) any Liquidity Provider Certificates; provided, further, however, that if such -------- ------- ------- supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than 3.6(f) or the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the -------------- -------------- second sentence of Section 10.6 or this proviso (collectively, together with this proviso, the ------------ "CONTINENTAL PROVISIONSUnited Provisions") or (y) otherwise adversely affect the interests of a ------------------ potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or United with respect to its payment obligations under any Operative Agreement Lease or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c)Owned Aircraft Indenture, then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalUnited. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust or Trusts of the same Class evidenced by the Certificates issued by such Trust or Trusts necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 3.2, 3.3 or 3.3 hereof, 3.6(f) relating to -------------- ----------- --- --- ------ the distribution of monies received by the Subordination Agent hereunder from the Equipment Trust Owned Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 9.1 shall require the consent of the Trustee with ----------- respect to a Trustee Class of Certificates at any time following the payment of Final Distributions with respect to the related such Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one -------------- instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a)hereof, with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), or the second sentence of Section 10.6 or this proviso (collectively, together with this proviso and Section 9.1(c), the "CONTINENTAL PROVISIONSAtlas Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Atlas with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement Financing Agreement, Leased or Owned Aircraft Indenture or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAtlas. Notwithstanding the foregoing, without the consent of each Certificateholder and each the Liquidity ProviderProvider with respect to the applicable Class of Certificates, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any the related Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, Intercreditor Agreement (2013-1) AA Aircraft EETC and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof8.01(c); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c), the second sentence of Section 10.6 8.01(c) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.06(e)(v)(y) with respect to any Replacement Primary Liquidity Facility, any amendment pursuant to Section 3.06(c)(ii) hereof with respect to any Replacement Above-Cap Liquidity Facility or any amendment contemplated by the last penultimate sentence of this Section 9.1(a8.01(a), with the consent of holders of Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 of the Basic Agreement)), the Subordination Agent Agent, the Policy Provider and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor Section 8.01(d) and Exhibit A hereto; PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.06(c), Section 3.6(f)(other 3.06(e), 3.06(f) (other than the last sentence thereof), Section 3.6(l3.06(l), this proviso of 8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONSAmerican Provisions") or ), (y) would otherwise adversely affect the interests of a potential Replacement Primary Liquidity Provider or of Continental American with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (Bz) is made pursuant to the last penultimate sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby, the Policy Provider and each Primary Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last penultimate sentence of this Section 9.1(a8.01(a) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or the Policy. Notwithstanding any provision to the contrary contained herein, any modification to (x) Section 2.04(b), 3.02 or 3.03 hereof that would change the priority of payments to the Above-Cap Reserve Account, or (y) any provision herein that would materially adversely affect the rights or materially increase the obligations of the Above-Cap Liquidity Provider under its Above-Cap Liquidity Facility shall also require the consent of the Above-Cap Liquidity Provider. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. Each of the Liquidity Providers and the Policy Provider hereby agrees and confirms (except, with respect to the Above-Cap Liquidity Provider, as provided in the second immediately preceding sentence) that (i) it shall be deemed to consent to the issuance of the New Class C Certificates, New Class D Certificates, Class E Certificates, New Series of Series C Equipment Notes, New Series of Series D Equipment Notes, Series E Equipment Notes and the amendments to this Agreement made in connection therewith in accordance with Section 8.01(c) or Section 8.01(d), as the case may be, and (ii) any such issuance shall not affect any of its respective obligations under its Liquidity Facility or the Policy, as applicable. The parties hereto agree that no amendments shall be made to this Agreement pursuant to Section 8.01(c), 8.01(d) or Exhibit A hereto unless each Rating Agency shall have provided written confirmation that the issuance of the New Class C Certificates, the New Class D Certificates or the Class E Certificates, as the case may be, will not cause the rating then in effect by such Rating Agency for any Class of Certificates (without regard, in the case of the Class G Certificates, to the Policy), to be withdrawn, suspended or downgraded. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.the

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and Agent, each Liquidity Provider and the Policy Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider and the Policy Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(c), Section 3.6(d), Section 3.6(e), Section 3.6(f)(other 3.6(f) (other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), or the second sentence of Section 10.6 or this proviso Section 9.1 (collectively, the "CONTINENTAL PROVISIONSUS Airways Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental US Airways with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalUS Airways. Notwithstanding the foregoing, without the consent of each Certificateholder and Certificateholder, each Liquidity Provider and the Policy Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or the Policy. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a)hereof, with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplementCertificates; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), or the second sentence of Section 10.6 or this proviso (collectively, together with this proviso and Section 9.1, the "CONTINENTAL PROVISIONSNorthwest Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Northwest with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement Financing Agreement, Leased or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c)Owned Aircraft Indenture, then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalNorthwest. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “Delta Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or replacement Depositary or of Continental Delta with respect to its Delta’s ability to replace any Liquidity Facility or the Depositary or with respect to its Delta’s payment obligations under any Operative Agreement or (Bz) is made pursuant to Intercreditor Agreement (2010-1) (2010-1 EETC) 47 the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalDelta. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Trustee or any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this American Airlines Aircraft EETC Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics provisions for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 of the Basic Agreement)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor (d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other 3.05(e), 3.05(f) (other than the last sentence thereof), Section 3.6(l3.05(l), this proviso of 8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “Delta Provisions”), (y) would otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Delta with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalDelta. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.06(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last penultimate sentence of this Section 9.1(a8.01(a), with the consent of holders of Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 of the Basic Agreement)), the Subordination Agent Agent, the Policy Provider and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified (i) without the consent of any Trustee in order (x) to cure any Trustee if such supplementambiguity or omission or to correct any mistake, amendment (y) to correct or modification (i) is in accordance with Section 9.1(c) hereof supplement any provision, or (iiz) cures an ambiguity to make any other provision in regard to matters or inconsistency or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and Certificates, (yii) without the consent of any Trustee, the Policy Provider or any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereof; PROVIDED FURTHER, HOWEVER, that, or Section 8.01(d) and Exhibit A hereto and (iii) without the consent of the Policy Provider if such supplement, amendment or modification is to give effect to a Replacement Liquidity Facility issued pursuant to the provisions of Section 3.06(e) so long as such supplement, amendment or modification shall not be adverse to the interests of the Policy Provider and the Policy Provider shall have received five Business Days' prior notice (Atogether with a copy) thereof. If any supplement, amendment or modification to this Agreement (i) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.06(c), Section 3.6(f)(other 3.06(e), Section 3.06(f) (other than the last sentence thereof), Section 3.6(l3.06(1), this sentence, the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso Section 9.06 (collectively, the "CONTINENTAL PROVISIONSAmerican Provisions"), (ii) or (y) would otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental American with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or the Policy Provider Indemnity and Inspection Agreement or (Biii) is made pursuant to the last penultimate sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby, the Policy Provider and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last penultimate sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 Section 3.02 or 3.3 hereof, Section 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to any Liquidity Facility or the Liquidity FacilitiesPolicy. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. Each of the Liquidity Providers and the Policy Provider hereby agrees and confirms that (i) it shall be deemed to consent to the issuance of the New Class C Certificates, New Class D Certificates, Class E Certificates, New Series of Series C Equipment Notes, New Series of Series D Equipment Notes, Series E Equipment Notes and the amendments to this Agreement made in connection therewith in accordance with Section 8.01(c) or Section 8.01(d), as the case may be, and (ii) any such issuance shall not affect any of its respective obligations under its Liquidity Facility or the Policy, as applicable. The parties hereto agree that no amendments shall be made to this Agreement pursuant to Section 8.01(c), Section 8.01(d) or Exhibit A hereto unless each Rating Agency shall have provided written confirmation that the issuance of the New Class C Certificates, the New Class D Certificates or the Class E Certificates, as the case may be, will not cause the rating then in effect by such Rating Agency for any Class of Certificates (without regard, in the case of the Class G Certificates, to the Policy), to be withdrawn, suspended or downgraded. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement of American and the Subordination Agent (which will execute such agreement as directed by American, to the extent such amendment is in accordance with this Section 8.01(a)) without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, (iii) to make any other provision in regard to matters or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected) or (iv) if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.If

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y‎Section 3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a‎Section 8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, ‎Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement (including by way of an amendment and restatement) of FedEx and the Subordination Agent (which will execute such agreement as directed by FedEx, to the extent such amendment is in accordance with this ‎Section 8.01(a)) without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider (i) is in accordance with Section 9.1(c) hereof order to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity in order to make any other provision in regard to matters or inconsistency or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected), (iii) in order to give effect to substitution of any Aircraft pursuant to Section 7.04(f) of the related Indenture and other matters incidental thereto or (iv) if such supplement, amendment or modification is in accordance with Section 9.1(c‎Section 8.01(c) hereofor ‎8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b‎2.02(b), Section 3.6(e‎3.05(c), Section 3.6(f)(other than the last sentence thereof‎3.05(e), Section 3.6(l‎3.05(f), ‎3.05(m), ‎4.01(a)(ii) or ‎4.01(c), this proviso of ‎Section 8.01(a), the last sentence of this Section 9.1(a‎Section 8.01(a) or ‎Section 8.01(c), Section 9.1(c), the second sentence of Section 10.6 ‎8.01(d) or this proviso ‎9.06 (collectively, the "CONTINENTAL PROVISIONS") or “FedEx Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or of Continental FedEx with respect to its FedEx’s ability to replace any Liquidity Facility or with respect to its FedEx’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a‎Section 8.01(a) or pursuant to Section 9.1(c‎Section 8.01(c) or pursuant to ‎Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalFedEx. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a‎Section 8.01(a) or ‎Section 8.01(c) or ‎Section 8.01(d), modify Section 2.4‎Section 2.04, 3.2 ‎3.02 or 3.3 hereof, ‎3.03 hereof or any other provision relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section ‎Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple instruments for such Replacement Liquidity Facilities Facility for an individual Trust.a single Trust (including without limitation clauses ‎(i) and ‎(ii) of ‎Section 2.04(a) and clauses “first” through “fifth” of ‎Section 3.02, in each case, with respect to the Replacement Liquidity Provider of such Replacement Liquidity Facility). Intercreditor Agreement (2020-1) 47

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Primary Liquidity Facility, any amendment pursuant to Section 3.6(c)(ii) hereof with respect to any Replacement Above-Cap Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent Agent, the Policy Provider and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c9.1(d), 9.1(e) or 9.1(f) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplementCertificates; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other 3.6(f) (other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 ) or this proviso (collectively, the "CONTINENTAL PROVISIONSNorthwest Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Primary Liquidity Provider or of Continental Northwest with respect to its ability to replace any Primary Liquidity Facility or with respect to its payment obligations under any Leased Aircraft Indenture, Owned Aircraft Indenture or Operative Agreement or or, (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalNorthwest. Notwithstanding the foregoing, without the consent of each Certificateholder Certificateholder, the Policy Provider and each Primary Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c9.1(d) or 9.1(e) or the last sentence of this Section 9.1(a), modify Section Sections 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or any Policy. Notwithstanding any provision to the contrary contained herein, any modification to (x) Section 2.4(b), 3.2 or 3.3 hereof which would change the priority of payments to the Above-Cap Reserve Account (other than a change in priority to provide for distributions to the holders of Class E Certificates being made prior to the application of any amount required to fund the Above-Cap Reserve Account pursuant to clause "eleventh" of Section 2.4(b), clause "twelfth" of Section 3.2 and clause "thirteen" of Section 3.3 in connection with Section 9.1(f) hereof) or (y) any provision herein that would materially adversely affect the rights or materially increase the obligations of any Above-Cap Liquidity Provider under its Above-Cap Liquidity Facility shall also require the consent of the Above-Cap Liquidity Providers (or the applicable Above-Cap Liquidity Provider, in the case of clause (y) above). Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the any Replacement Primary Liquidity Facility for any Primary Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Primary Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Primary Liquidity Facilities for an individual a Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement Intercreditor Agreement (2011-2) AA Aircraft EETC or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement of Spirit and the Subordination Agent without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider (i) is in accordance with Section 9.1(c) hereof order to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity in order to make any other provision in regard to matters or inconsistency or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected) or (iii) if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c), Section 9.1(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “Spirit Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental Spirit with respect to its Spirit’s ability to replace any Liquidity Facility or the Depositary or with respect to its Spirit’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.effective

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement of Spirit and the Subordination Agent without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider (i) is in accordance with Section 9.1(c) hereof order to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity in order to make any other provision in regard to matters or inconsistency or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected) or (iii) if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c), Section 9.1(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “Spirit Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental Spirit with respect to its Spirit’s ability to replace any Liquidity Facility or the Depositary or with respect to its Spirit’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalSpirit. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple instruments for such Replacement Liquidity Facilities Facility for an individual Trust.a single Trust (including without limitation clauses (i) and (i) of Section 2.04(a) and clauses “first” through “fifth” of Section 3.02, in each case, with respect to the Replacement Liquidity Provider for such Replacement Liquidity Facility. Amended and Restated Intercreditor Agreement (2017-1) (Spirit 2017-1 EETC) Exhibit 4.5

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility Facility, or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and Agent, each Liquidity Provider and the Policy Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider or the Policy Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof3.6(f), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONSAmerica West Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental America West with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerica West. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider and the Policy Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or the Policy. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement of the Airlines and the Subordination Agent (which will execute such agreement as directed by the Airlines, to the extent such amendment is in accordance with this Section 8.01(a)) without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider (i) is in accordance with Section 9.1(c) hereof order to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity in order to make any other provision in regard to matters or inconsistency or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected), (iii) in order to give effect to substitution of any Aircraft pursuant to Section 7.04(f) of the related Indenture and other matters incidental thereto or (iv) if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c), Section 9.1(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “Airline Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or of Continental an Airline with respect to its ability to replace any Liquidity Facility or with respect to its an Airline’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of Continentaleach affected Airline. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple instruments for such Replacement Liquidity Facilities Facility for an individual Trusta single Trust (including without limitation clauses (i) and (ii) of Section 2.04(a) and clauses “first” through “fifth” of Section 3.02, in each case, with respect to the Replacement Liquidity Provider of such Replacement Liquidity Facility).

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any (Spirit 2015-1 EETC) amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified by a written agreement of Spirit and the Subordination Agent without the consent of (x) any Trustee if such supplement, amendment or modification any Liquidity Provider (i) is in accordance with Section 9.1(c) hereof order to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity in order to make any other provision in regard to matters or inconsistency or does questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates and (y) or any Liquidity Provider (provided, that the consent of any Trustee or Liquidity Provider shall be required only if such Trustee’s interests (or the interests of the holders of the related Class of Certificates) or such Liquidity Provider’s interests, respectively, will be materially adversely affected) or (iii) if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c), Section 9.1(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “Spirit Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental Spirit with respect to its Spirit’s ability to replace any Liquidity Facility or the Depositary or with respect to its Spirit’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalSpirit. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Intercreditor Agreement (2013-1) AA Aircraft EETC 50 Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each the Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of the Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such the Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDED, HOWEVER, that this Agreement may be supplemented, amended or modified without the consent of (x) any the Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee the Trustee, the Liquidity Providers or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereofCertificates; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), the proviso to the last sentence of Section 3.6(d)(i), Section 3.6(e), Section 3.6(f)(other 3.6(f) (other than the last sentence thereof), Section 3.6(l3.6(n), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any the Trust evidenced by the Certificates issued by such the Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a the Trustee at any time following the payment of Final Triggering Event Distributions with respect to the related Class of Certificatesin full. If the any Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument or an instrument other than a revolving credit agreement, in each case, as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities or for an individual Trustsuch instrument, as the case may be.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.06(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 of the Basic Agreement)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor Section 8.01(d) and Exhibit A hereto; PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.06(c), Section 3.6(f)(other 3.06(e), 3.06(f)(other than the last sentence thereof), Section 3.6(l3.06(l), this proviso of 8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONSAmerican Provisions") or ), (y) would otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental American with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.5(e)(v)(y) hereof with respect to any Replacement Primary Liquidity Facility, any amendment pursuant to Section 3.5(c)(iv) hereof with respect to any Replacement Above-Cap Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant applicable Trust Agreement), the Subordination Agent Agent, each Liquidity Provider and each Liquidity Policy Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplementCertificates; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e3.5(e), Section 3.6(f)(other 3.5(f)(other than the last sentence thereof), Section 3.6(l3.5(l), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONSJetBlue Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Primary Liquidity Provider or of Continental JetBlue with respect to its ability to replace any Primary Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalJetBlue. Notwithstanding the foregoing, without the consent of each Certificateholder Certificateholder, each Liquidity Provider and each Liquidity Policy Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 2.4 or 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacilities or any Policy. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the a Replacement Primary Liquidity Facility for any Primary Liquidity Facility in accordance with Section 3.6(e3.5(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Primary Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Primary Liquidity Facilities for an individual Trust. If a Replacement Above-Cap Liquidity Facility for any Above-Cap Liquidity Facility in accordance with Section 3.5(c)(iv) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Above-Cap Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Above-Cap Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each the Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of the Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such the Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each the Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any the Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee the Trustee, the Liquidity Provider or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplementCertificates; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other 3.6(f) (other than the last sentence thereof), Section 3.6(l3.6(n), the last sentence of this Section 9.1(a), Section 9.1(c), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONSContinental Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c), then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each the Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any the Trust evidenced by the Certificates issued by such the Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a the Trustee at any time following the payment of Final Triggering Event Distributions with respect to the related Class of Certificatesin full. If the any Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument or an instrument other than a revolving credit agreement, in each case, as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities or for an individual Trustsuch instrument, as the case may be.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Trustee or any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or Replacement Depositary or of Continental American with respect to its American’s ability to replace any Liquidity Facility or the Depositary or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics provisions for multiple Liquidity Facilities for an individual a single Trust.. American Airlines Aircraft EETC

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “Delta Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or replacement Depositary or of Continental Delta with respect to its Delta’s ability to replace any Liquidity Facility or the Depositary or with respect to its Delta’s payment obligations under any Operative Agreement or (Bz) is made pursuant to Intercreditor Agreement (2010-2) (2010-2 EETC) 47 the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalDelta. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a) or Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.6(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a)(y) hereof, with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider if such supplementCertificates; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), or the second sentence of Section 10.6 or this proviso (collectively, together with this proviso and Section 9.1, the "CONTINENTAL PROVISIONSNorthwest Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Northwest with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement Financing Agreement, Leased or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c)Owned Aircraft Indenture, then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalNorthwest. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.06(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 of the Basic Agreement)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof8.01(c); PROVIDED FURTHERprovided further, HOWEVERhowever, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.06(c), Section 3.6(f)(other 3.06(e), 3.06(f)(other than the last sentence thereof), Section 3.6(l3.06(l), this proviso of 8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c), the second sentence of Section 10.6 8.01(c) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONSDelta Provisions") or ), (y) would otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Delta with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalDelta. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by and the last sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, modification or amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any Liquidity Provider Certificates; PROVIDED FURTHER, HOWEVER, that if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other ) or 3.6(f) (other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), ) or the second sentence of Section 10.6 or this proviso (collectively, together with this proviso, the "CONTINENTAL PROVISIONS") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or with respect to its payment obligations under any Operative Participation Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c)Lease, then such supplement, amendment or modification shall not be effective without the additional written consent of Continental. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.5(e)(v)(y) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), with the consent of holders of the Class A Certificates of the related Class evidencing interests in the related Class A Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent and each the Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee Trustee, the Subordination Agent and the Liquidity Provider if such supplement, amendment or modification (i) is in accordance with Section 9.1(c) or Section 9.1(d) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of the related Class of Certificates and (y) any or the Liquidity Provider if such supplementProvider; provided further, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVERhowever, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e2.4, Section 3.2, Section 3.5(e), Section 3.6(f)(other 3.5(f)(other than the last sentence thereof), Section 3.6(l3.5(l), the last sentence of this Section 9.1(a), Section 9.1(c), Section 9.1(d), the second sentence of Section 10.6 or this proviso (collectively, the "CONTINENTAL PROVISIONS"“Southwest Provisions”) or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental Southwest with respect to its ability to replace any the Liquidity Facility or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c) or Section 9.1(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalSouthwest. Notwithstanding the foregoing, without the consent of each Certificateholder and each the Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), Section 9.1(c) or Section 9.1(d), modify Section 2.4, 2.4 or 3.2 or 3.3 hereof, relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity FacilitiesFacility. Nothing contained in this Section shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any the Liquidity Facility in accordance with Section 3.6(e3.5(c) or (e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.05(e)(v) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a8.01(a), with the consent of holders of Outstanding Certificates of the related Class evidencing interests Fractional Undivided Interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby, Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee if such supplement, amendment or modification the Subordination Agent in order (i) is in accordance with Section 9.1(c) hereof to cure any ambiguity or omission or to correct any mistake, (ii) cures an ambiguity to correct or inconsistency supplement any provision, or does (iii) to make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect such the interests of any Trustee or the holders of the related Class of Certificates Certificates, and (y) without the consent of any Trustee or any Liquidity Provider if such supplement, amendment or modification is in accordance with Section 9.1(c8.01(c) hereofor 8.01(d); PROVIDED FURTHERprovided, HOWEVERfurther, however, that, if such supplement, amendment or modification (Ax) would (x) directly or indirectly amend, modify or supersede, or otherwise conflict with, Section 2.2(b2.02(b), Section 3.6(e3.05(c), Section 3.6(f)(other than the last sentence thereof3.05(e), 3.05(f), 3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 3.6(l8.01(a), the last sentence of this Section 9.1(a8.01(a), Section 9.1(c8.01(c), the second sentence of Section 10.6 8.01(d) or this proviso 9.06 (collectively, the "CONTINENTAL PROVISIONS") or “American Provisions”), (y) would otherwise adversely affect the interests of a any potential Replacement Liquidity Provider or of Continental American with respect to its American’s ability to replace any Liquidity Facility or with respect to its American’s payment obligations under any Operative Agreement or (Bz) is made pursuant to the last sentence of this Section 9.1(a8.01(a) or pursuant to Section 9.1(c8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalAmerican. Notwithstanding the foregoing, without the consent of each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ), except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.42.04, 3.2 3.02 or 3.3 hereof, 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "“Replacement Liquidity Facility"”, then each of the parties party hereto agrees to amend this Agreement and the other Operative Agreements to incorporate appropriate mechanics provisions for multiple Liquidity Facilities for an individual a single Trust.

Amendments, Waivers, Etc. (a) This Agreement may not be supplemented, amended or modified without the consent of each the Trustee (acting, acting except in the case of any amendment pursuant to Section 3.6(e)(v)(y3.6(e) hereof with respect to any Replacement Liquidity Facility or any amendment contemplated by the last sentence of this Section 9.1(a), ) with the consent of holders of Certificates of the related each Class evidencing interests in the related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant Trust AgreementAgreements), the Subordination Agent and each Liquidity Provider; PROVIDEDprovided, HOWEVERhowever, that this Agreement may be supplemented, amended or modified without the consent of (x) any Trustee and any Liquidity Provider if such supplement, modification or amendment or modification (i) is in accordance with Section 9.1(c) hereof or (ii) cures an ambiguity or inconsistency or does not materially adversely affect such Trustee Trustee, the Liquidity Providers or the holders of the related Class of Certificates and (y) any Liquidity Provider Certificates; provided, further, however, that if such supplement, amendment or modification is in accordance with Section 9.1(c) hereof; PROVIDED FURTHER, HOWEVER, that, if such supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e), Section 3.6(f)(other than the last sentence thereof), Section 3.6(l), the last sentence of this Section 9.1(a), Section 9.1(c), 3.6(f) or the second sentence of Section 10.6 or this proviso (collectively, together with this proviso, the "CONTINENTAL PROVISIONSUnited Provisions") or (y) otherwise adversely affect the interests of a potential Replacement Liquidity Provider or of Continental with respect to its ability to replace any Liquidity Facility or United with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c)Indenture, then such supplement, amendment or modification shall not be effective without the additional written consent of ContinentalUnited. Notwithstanding the foregoing, without the consent of each Certificateholder and each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce the percentage of the interest in any Trust or Trusts of the same Class evidenced by the Certificates issued by such Trust or Trusts necessary to consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii) ii except as provided in Section 9.1(c) or the last sentence of this Section 9.1(a), modify Section 2.4, 3.2 3.2, 3.3 or 3.3 hereof, 3.6(f) relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 9.1 shall require the consent of the Trustee with respect to a Trustee Class of Certificates at any time following the payment of Final Distributions with respect to the related such Class of Certificates. If the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.6(e) hereof is to be comprised of more than one instrument as contemplated by the definition of the term "Replacement Liquidity Facility", then each of the parties hereto agrees to amend this Agreement to incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.