Common use of Appointment of Additional and Separate Trustees Clause in Contracts

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes Secured Certificates or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Certificate Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Certificate Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Certificate Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, ; and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeIndenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee Indenture Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeIndenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee Indenture Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons Persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, ; and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeIndenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee Indenture Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes Secured Certificates or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Certificate Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Certificate Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Certificate Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner Trustee, Owner; and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeIndenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee Indenture Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all jurisdiction, or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Trustee shall be advised by counsel counsel, satisfactory to it it, that it is so necessary or prudent and in the interests interest of the Note Holders (and of Securities of any series or in the Mortgagee shall so advise event that the Owner Trustee and Lessee), or (iii) the Mortgagee shall have been requested to do so by the Holders of a Majority majority in Interest principal amount of Note Holders, the Securities of any series then in any such caseOutstanding, the Mortgagee and, upon Trustee and the written request of the Mortgagee, the Owner Trustee, Company shall execute and deliver an indenture supplemental hereto and such all other instruments as may from time to time be and agreements necessary or advisable either (1) proper to constitute one or more another bank or trust companies company, or one or more persons approved Persons appointed by the MortgageeCompany, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of hereunder, jointly with the Trust Indenture EstateTrustee, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estatehereunder, in each any such case with such rights, powers, duties and obligations consistent powers with this Trust Indenture respect to the affected series of Securities as may be provided in such indenture supplemental indenture hereto, and to vest in such bank, trust company or other instruments Person as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional trustee or separate trustee, subject in each as the case may be, any property, title, right or power of the Trustee with respect to the remaining affected series of Securities deemed necessary or advisable by the Trustee, subject to the provisions of this Section 8.03below set forth. If In the Owner Trustee event the Company shall not have taken any action requested joined in the execution of it under this Section 8.03(a) that is permitted or required by its terms such indenture supplemental hereto within 15 ten days after the receipt of a written request from the Mortgagee Trustee so to do, or if in case an Event of Default with respect to the particular series of Securities shall have occurred occur and be continuing, the Mortgagee Trustee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, Company; and the Owner Company hereby appoints the Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, Trustee may execute, deliver and perform any such supplemental indenturedeed, conveyance, assignment or any such instrument, other instrument in writing as may be required for the appointment of by any such additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or for powers with respect to the clarification of, addition affected series of Securities conveyed or conferred to or subtraction from the rights, powers, duties or obligations theretofore granted to any upon such additional trustee or separate trustee, and the Company shall, upon the Trustee's request, join therein and execute, acknowledge and deliver the same; and the Company hereby makes, constitutes and appoints the Trustee its agent and attorney-in-fact for it and in its name, place and stead to execute, acknowledge and deliver any such deed, conveyance, assignment or other instrument with respect to the affected series of Securities in the event that the Company shall not itself execute and deliver the same within ten days after receipt by it of such request so to do. In case any Any supplemental indenture executed pursuant to the provisions of this Section shall conform to the provisions of the Trust Indenture Act as in effect as of the date of such supplemental indenture. Every additional or trustee and separate trustee appointed under this Section 8.03(a) shall diehereunder shall, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until extent permitted by law, be appointed and act, and the Trustee shall act with respect to a successor additional or separate trustee is appointed as provided in this Section 8.03(a).particular series of Securities, subject to the following provisions and conditions:

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Company or Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition Indenture and Security Agreement (2019-1 EETC) N976JT to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company's consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, ; and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeIndenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee Indenture Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required Indenture and Security Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons Persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section 8.039.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a9.03(a) without the concurrence of the Owner; and Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeIndenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.03(a) in either of such contingencies. The Mortgagee Indenture Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.03(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Company or Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of ‎Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03‎Section 8.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a‎Section 8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies‎Section 8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this ‎Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a‎Section 8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a‎Section 8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons Persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section 8.039.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a9.03(a) without the concurrence of the Owner; and Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeIndenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.03(a) in either of such contingencies. The Mortgagee Indenture Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.03(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i1) the Mortgagee shall deem deems it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust IndentureMortgage, any other Indenture Mortgagor Agreement, the Equipment Notes Notes, or any of the transactions contemplated by the Participation Loan Agreement, (ii2) the Mortgagee shall be is advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Lenders (and the Mortgagee shall so advise the Owner Trustee and Lesseeadvises Borrower), or (iii3) the Mortgagee shall have been is requested to do so by a Majority in Interest of Note Holdersthe Lenders, then in any such case, the Mortgagee and, and (upon the Mortgagee’s written request of the Mortgagee, the Owner Trusteerequest) Borrower, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1x) to constitute one or more bank or trust companies or one or more persons Persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees trustee(s) of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees trustee(s) of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties duties, and obligations consistent with this Trust Indenture Mortgage as may be are provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem the Lenders deems necessary or advisable, or (2y) to clarify, add to to, or subtract from the rights, powers, duties duties, and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.2. If the Owner Trustee shall Borrower has not have taken any action requested of it under this Section 8.03(a9.2(a) that is permitted or required by its terms within 15 days after the receipt of receiving a written request from the Mortgagee so to dodo so, or if an Event of Default shall have occurred and be continuingexists, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.2(a) without the concurrence of the Owner TrusteeBorrower’s concurrence, and the Owner Trustee Borrower hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its Mortgagee as Borrower’s agent and attorney-in-fact to act for it Borrower under the foregoing provisions of this Section 8.03(a9.2(a) in either of such contingencies. The Mortgagee may, in In such capacity, Mortgagee may execute, deliver deliver, and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to to, or subtraction from the rights, powers, duties duties, or obligations theretofore granted to any such additional or separate trustee. In case If any additional or separate trustee appointed under this Section 8.03(a9.2(a) shall diedies, become becomes incapable of acting, resign resigns, or be is moved, all the assets, property, rights, powers, trusts, duties duties, and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.2(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes Secured Certificates or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Certificate Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Certificate Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Certificate Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).or

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateBACK Collateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee BACK may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).,

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee (with the written consent of the Owner, so long as no Event of Default has occurred and is continuing) and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested required of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).remaining

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Trustee shall deem it necessary or desirable prudent in order to conform to any Law law of any jurisdiction in which all jurisdiction, or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Trustee shall be advised by counsel counsel, satisfactory to it it, that it is so necessary or prudent in the interests interest of the Note Holders (and of Securities of any series or in the Mortgagee shall so advise event that the Owner Trustee and Lessee), or (iii) the Mortgagee shall have been requested to do so by the Holders of a Majority majority in Interest principal amount at Stated Maturity of Note Holders, then in the Securities of any such caseseries at the time outstanding, the Mortgagee and, upon Trustee and the written request of the Mortgagee, the Owner Trustee, Company shall execute and deliver an indenture supplemental hereto and such all other instruments as may from time to time be and agreements necessary or advisable either (1) proper to constitute one or more another bank or trust companies company, or one or more persons approved appointed by the MortgageeCompany, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of hereunder, jointly with the Trust Indenture EstateTrustee, or 51 60 to act as separate trustee or trustees of all or any part of the Trust Indenture Estatehereunder, in each any such case with such rights, powers, duties and obligations consistent powers with this Trust Indenture respect to the affected series of Securities as may be provided in such indenture supplemental indenture hereto, and to vest in such bank, trust company or other instruments person as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional trustee or separate trustee, subject in each as the case may be, any property, title, right, power, duty or obligation of the Trustee with respect to the remaining affected series of Securities deemed necessary or advisable by the Trustee, subject to the provisions of this Section 8.037.14 below set forth. If In the Owner Trustee event the Company shall not have taken any action requested joined in the execution of it under this Section 8.03(a) that is permitted or required by its terms such indenture supplemental hereto within 15 ten days after the receipt of a written request from the Mortgagee Trustee so to do, or if in case an Event of Default with respect to the particular series of Securities shall have occurred occur and be continuing, the Mortgagee Trustee may act under the foregoing provisions of this Section 8.03(a) 7.14 without the concurrence of the Owner Trustee, Company; and the Owner Company hereby appoints the Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) 7.14 in either of such contingencies. The Mortgagee may, in such capacity, Trustee may execute, deliver and perform any such supplemental indenturedeed, conveyance, assignment or any such instrument, other instrument in writing as may be required for the appointment of by any such additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or for powers with respect to the clarification of, addition affected series of Securities conveyed or conferred to or subtraction from the rights, powers, duties or obligations theretofore granted to any upon such additional trustee or separate trustee, and the Company shall, upon the Trustee's request, join therein and execute, acknowledge and deliver the same; and the Company hereby makes, constitutes and appoints the Trustee its agent and attorney-in-fact for it and in its name, place and stead to execute, acknowledge and deliver any such deed, conveyance, assignment or other instrument with respect to the affected series of Securities in the event that the Company shall not itself execute and deliver the same within ten days after receipt by it of such request so to do. In case any Any supplemental indenture executed pursuant to the provisions of this Section 7.14 shall conform to the provisions of the Trust Indenture Act of 1939 as in effect as of the date of such supplemental indenture. Every additional or trustee and separate trustee appointed under this Section 8.03(a) shall diehereunder shall, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until extent permitted by law, be appointed and act, and the Trustee shall act with respect to a successor additional or separate trustee is appointed as provided in this Section 8.03(a).particular series of Securities, subject to the following provisions and conditions:

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateTRUST INDENTURE 2023-1 54 Collateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) If at any time or times the Mortgagee Indenture Trustee shall deem it necessary or desirable prudent in order to conform to any Law of any jurisdiction in which all Applicable Laws, or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Trustee shall be advised by counsel satisfactory pursuant to it an Opinion of Counsel, that it is so necessary or prudent in the interests interest of the Note Holders (Noteholders, or a Majority Interest of Noteholders shall in writing so request, the Indenture Trustee and the Mortgagee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such all other instruments as may from time to time be and agreements necessary or advisable either proper (1in each case in form and substance reasonably satisfactory to the Owner Trustee) to constitute one or more another bank or trust companies company or one or more persons Persons approved by the MortgageeIndenture Trustee and the Owner Trustee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture Estate, jointly with the Indenture Trustee originally named herein or any successor or successors, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each any such case with such rights, powers, duties and obligations consistent with this Trust Indenture powers as may be provided in such supplemental indenture indenture, and to vest in such bank, trust company or other instruments Person as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional trustee or separate trustee, as the case may be, any property, title, right or power of the Indenture Trustee deemed necessary or advisable by the Indenture Trustee, subject in each case to the remaining provisions of this Section 8.039.9. If In the event the Owner Trustee shall not have taken any action requested joined in the execution of it under this Section 8.03(a) that is permitted or required by its terms such supplemental indenture within 15 10 days after the receipt of a written request from the Mortgagee so a Majority Interest of Noteholders to dodo so, or if in case an Indenture Event of Default shall have occurred occur and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a) 9.9 without the concurrence of the Owner Trustee, ; and the Owner Trustee hereby irrevocably makes, constitutes and appoints (which appointment is coupled with an interest) the Mortgagee, Indenture Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) 9.9 in either of such contingencies. The Mortgagee may, in such capacity, Indenture Trustee may execute, deliver and perform any such supplemental indenturedeed, conveyance, assignment or any such instrument, other instrument in writing as may be required for the appointment of by any such additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or for power that by the clarification ofterms of such supplemental indenture are expressed to be conveyed or, addition conferred to or subtraction from the rights, powers, duties or obligations theretofore granted to any upon such additional or separate trustee. In case any additional trustee or separate trustee appointed under this Section 8.03(a) and the Owner Trustee shall, upon the Indenture Trustee’s request, join therein and execute, acknowledge and deliver the same; and the Owner Trustee hereby makes, constitutes and appoints the Indenture Trustee its agent and attorney-in-fact to execute, acknowledge and deliver in its name, place and stead any such deed, conveyance, assignment or other instrument in the event that the Owner Trustee shall die, become incapable of acting, resign or be moved, all not itself execute and deliver the assets, property, rights, powers, trusts, duties and obligations same within 10 days after receipt by it of such additional request so to do or separate trustee in case an Indenture Event of Default shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a)occur and be continuing.

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes Secured Certificates or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Certificate Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Certificate Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Certificate Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).Owner

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee (with the written consent of the Owner, so long as no Event of Default has occurred and is continuing) and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the [Trust Indenture and Mortgage (NXXXUA)] Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested required of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Indenture and Security Agreement (American Airlines 2016-3 Aircraft EETC) [Reg. No.] Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i1) the Mortgagee shall deem deems it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust IndentureMortgage, any other Indenture Mortgage Agreement, the Equipment Notes Notes, or any of the transactions contemplated by the Participation AgreementTransactions, (ii2) the Mortgagee shall be is advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the advises Owner Trustee and Lessee), or (iii3) the Mortgagee shall have been is requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, and (upon the Mortgagee's written request of the Mortgagee, the request) Owner Trustee, Trustee shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1x) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties duties, and obligations consistent with this Trust Indenture Mortgage as may be are provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2y) to clarify, add to to, or subtract from the rights, powers, duties duties, and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section (S) 8.03. If the Owner Trustee shall has not have taken any action requested of it under this Section (S) 8.03(a) that is permitted or required by its terms within 15 days after the receipt of receiving a written request from the Mortgagee so to dodo so, or if an a Mortgage Event of Default shall have occurred and be continuingexists, the Mortgagee may act under the foregoing provisions of this Section (S) 8.03(a) without the concurrence of the Owner Trustee's concurrence, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its Mortgagee as Owner Trustee's agent and attorney-in-fact to act for it Owner Trustee under the foregoing provisions of this Section (S) 8.03(a) in either of such contingencies. The Mortgagee may, in In such capacity, Mortgagee may execute, deliver deliver, and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of to appoint any such additional or separate trustee or for the clarification ofto clarify, addition to add to, or subtraction subtract from the rights, powers, duties duties, or obligations theretofore granted to any such additional or separate trustee. In case If any additional or separate trustee appointed under this Section (S) 8.03(a) shall diedies, become becomes incapable of acting, resign resigns, or be is moved, all the assets, property, rights, powers, trusts, duties duties, and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section (S) 8.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Indenture and Security Agreement (American Airlines 2017-2 Aircraft EETC) [Reg. No.] Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Company or Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).. Indenture and Security Agreement (2020-1 EETC)

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust IndentureMortgage, any other Indenture Mortgage Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto a supplement to this Mortgage and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture Mortgage as may be provided in such supplemental indenture supplement or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties duties, and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section (ss.) 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section (ss.) 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Loan Trustee so to do, or if an a Mortgage Event of Default shall have occurred and be continuingexists, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section (ss.) 8.03(a) without the concurrence of the Owner Trustee, ; and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeLoan Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section (ss.) 8.03(a) in either of such contingencies. The Mortgagee Loan Trustee may, in such capacity, execute, deliver deliver, and perform any such supplemental indenturesupplement, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section (ss.) 8.03(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section (ss.) 8.03(a).. 2002 EETC - Mortgage (LL) (11) 55 Mortgage N__TZ

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section 8.039.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a9.03(a) without the concurrence of the Owner; and Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeIndenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.03(a) in either of such contingencies. The Mortgagee Indenture Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.03(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation AgreementAgreements, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons Persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section 8.039.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a9.03(a) without the concurrence of the Owner; and Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeIndenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.03(a) in either of such contingencies. The Mortgagee Indenture Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.03(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to 83 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.] constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Company or Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Indenture and Security Agreement (2020-1 EETC) N2002J Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeIndenture and Security Agreement (American Airlines 2017-2 Aircraft EETC) [Reg. No.] Loan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate Indenture and Security Agreement (2011-1 EETC) [Reg. No.] trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required Indenture and Security Agreement (American Airlines 2015-1 Aircraft EETC) [Reg. No.] by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).Mortgagee

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Company or Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee TRUST INDENTURE 13-1 BACK may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee TRUST INDENTURE 10-1 may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Company or Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee Indenture and Lessee), Security Agreement (2020-1 EETC) N494AS Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).within

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).. 66 -61-

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Trustee shall deem it necessary or desirable prudent in order to conform to any Law law of any jurisdiction in which all jurisdiction, or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Trustee shall be advised by counsel counsel, satisfactory to it it, that it is so necessary or prudent in the interests interest of the Note Holders (and of Securities of any series or in the Mortgagee shall so advise event that the Owner Trustee and Lessee), or (iii) the Mortgagee shall have been requested to do so by the Holders of a Majority majority in Interest principal amount at Stated Maturity of Note Holders, then in the Securities of any such caseseries at the time outstanding, the Mortgagee and, upon Trustee and the written request of the Mortgagee, the Owner Trustee, Company shall execute and deliver an indenture supplemental hereto and such all other instruments as may from time to time be and agreements necessary or advisable either (1) proper to constitute one or more another bank or trust companies company, or one or more persons approved appointed by the MortgageeCompany, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of hereunder, jointly with the Trust Indenture EstateTrustee, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estatehereunder, in each any such case with such rights, powers, duties and obligations consistent powers with this Trust Indenture respect to the affected series of Securities as may be provided in such indenture supplemental indenture hereto, and to vest in such bank, trust company or other instruments person as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional trustee or separate trustee, subject in each as the case may be, any property, title, right, power, duty or obligation of the Trustee with respect to the remaining affected series of Securities deemed necessary or advisable by the Trustee, subject to the provisions of this Section 8.037.14 below set forth. If In the Owner Trustee event the Company shall not have taken any action requested joined in the execution of it under this Section 8.03(a) that is permitted or required by its terms such indenture supplemental hereto within 15 ten days after the receipt of a written request from the Mortgagee Trustee so to do, or if in case an Event of Default with respect to the particular series of Securities shall have occurred occur and be continuing, the Mortgagee Trustee may act under the foregoing provisions of this Section 8.03(a) 7.14 without the concurrence of the Owner Trustee, Company; and the Owner Company hereby appoints the Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) 7.14 in either of such contingencies. The Mortgagee may, in such capacity, Trustee may execute, deliver and perform any such supplemental indenturedeed, conveyance, assignment or any such instrument, other instrument in writing as may be required for the appointment of by any such additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or for powers with respect to the clarification of, addition affected series of Securities conveyed or conferred to or subtraction from the rights, powers, duties or obligations theretofore granted to any upon such additional trustee or separate trustee, and the Company shall, upon the Trustee's request, join therein and execute, acknowledge and deliver the same; and the Company hereby makes, constitutes and appoints the Trustee its agent and attorney-in-fact for it and in its name, place and stead to execute, acknowledge and deliver any such deed, conveyance, assignment or other instrument with respect to the affected series of Securities in the event that the Company shall not itself execute and deliver the same within ten days after receipt by it of such request so to do. In case any Any supplemental indenture executed pursuant to the provisions of this Section 7.14 shall conform to the provisions of the Trust Indenture Act of 1939 as in effect as of the date of such supplemental indenture. Every additional or trustee and separate trustee appointed under this Section 8.03(a) shall diehereunder shall, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until extent permitted by law, be appointed and act, and the Trustee shall act with resect to a successor additional or separate trustee is appointed as provided in this Section 8.03(a).particular series of Securities, subject to the following provisions and conditions:

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a). [Reg. No.]

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a). Indenture and Security Agreement (American Airlines 2014-1 Aircraft EETC) [Reg. No.]

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event Indenture and Security Agreement (2010-2 EETC) [Reg. No.] 75 of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, 57 322 duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Company or Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementN510DN Operative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersIndenture and Security Agreement (2009-1 Aircraft EETC) [Reg. No.] 73 Noteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and Indenture and Security Agreement (American Airlines 2011-2 Aircraft EETC) [Reg. No.] 80 attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeIndenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee Indenture Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, 57 resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons Persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, ; and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeIndenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee Indenture Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Trustee shall deem it necessary or desirable prudent in order to conform to any Law law of any jurisdiction in which all jurisdiction, or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Trustee shall be advised by counsel counsel, satisfactory to it it, that it is so necessary or prudent in the interests interest of the Note Holders (and of Securities of any series or in the Mortgagee shall so advise event that the Owner Trustee and Lessee), or (iii) the Mortgagee shall have been requested to do so by the Holders of a Majority majority in Interest principal amount at Stated Maturity of Note Holders, then in the Securities of any such caseseries at the time outstanding, the Mortgagee and, upon Trustee and the written request of the Mortgagee, the Owner Trustee, Company shall execute and deliver an indenture supplemental hereto and such all other instruments as may from time to time be and agreements necessary or advisable either (1) proper to constitute one or more another bank or trust companies company, or one or more persons approved appointed by the MortgageeCompany, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of hereunder, jointly with the Trust Indenture EstateTrustee, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estatehereunder, in each any such case with such rights, powers, duties and obligations consistent powers with this Trust Indenture respect to the affected series of Securities as may be provided in such indenture supplemental indenture hereto, and to vest in such bank, trust company or other instruments person as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional trustee or separate trustee, subject in each as the case may be, any property, title, right or power of the Trustee with respect to the remaining affected series of Securities deemed necessary or advisable by the Trustee, subject to the provisions of this Section 8.037.14 below set forth. If In the Owner Trustee event the Company shall not have taken any action requested joined in the execution of it under this Section 8.03(a) that is permitted or required by its terms such indenture supplemental hereto within 15 ten days after the receipt of a written request from the Mortgagee Trustee so to do, or if in case an Event of Default with respect to the particular series of Securities shall have occurred occur and be continuing, the Mortgagee Trustee may act under the foregoing provisions of this Section 8.03(a) 7.14 without the concurrence of the Owner Trustee, Company; and the Owner Company hereby appoints the Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) 7.14 in either of such contingencies. The Mortgagee may, in such capacity, Trustee may execute, deliver and perform any such supplemental indenturedeed, conveyance, assignment or any such instrument, other instrument in writing as may be required for the appointment of by any such additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or for powers with respect to the clarification of, addition affected series of Securities conveyed or 49 42 conferred to or subtraction from the rights, powers, duties or obligations theretofore granted to any upon such additional trustee or separate trustee, and the Company shall, upon the Trustee's request, join therein and execute, acknowledge and deliver the same; and the Company hereby makes, constitutes and appoints the Trustee its agent and attorney-in-fact for it and in its name, place and stead to execute, acknowledge and deliver any such deed, conveyance, assignment or other instrument with respect to the affected series of Securities in the event that the Company shall not itself execute and deliver the same within ten days after receipt by it of such request so to do. In case any Any supplemental indenture executed pursuant to the provisions of this Section 7.14 shall conform to the provisions of the Trust Indenture Act of 1939 as in effect as of the date of such supplemental indenture. Every additional or trustee and separate trustee appointed under this Section 8.03(a) shall diehereunder shall, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until extent permitted by law, be appointed and act, and the Trustee shall act with respect to a successor additional or separate trustee is appointed as provided in this Section 8.03(a).particular series of Securities, subject to the following provisions and conditions:

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or Indenture and Security Agreement (American Airlines 2013-1 Aircraft EETC) [Reg. No.] supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i1) the Mortgagee shall deem deems it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust IndentureMortgage, any other Indenture Mortgagee Agreement, the Equipment Notes Notes, or any of the transactions contemplated by the Participation Agreement, (ii2) the Mortgagee shall be is advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and Lesseeadvises Owner), or (iii3) the Mortgagee shall have been is requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, and (upon the Mortgagee's written request of the Mortgagee, the Owner Trusteerequest) Owner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1x) to constitute one or more bank or trust companies or one or more persons Persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees trustee(s) of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees trustee(s) of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties duties, and obligations consistent with this Trust Indenture Mortgage as may be are provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2y) to clarify, add to to, or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).duties,

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the Indenture and Security Agreement (American Airlines 2013-2 Aircraft EETC) N907AN requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations 61 consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if Company's consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee TRUST INDENTURE 16-1 BACK may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any TRUST INDENTURE 22-1 (A and B) 55 such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Trustee shall deem it necessary or desirable prudent in order to conform to any Law law of any jurisdiction in which all jurisdiction, or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Trustee shall be advised by counsel counsel, satisfactory to it it, that it is so necessary or prudent in the interests interest of the Note Holders (and of Securities of any series or in the Mortgagee shall so advise event that the Owner Trustee and Lessee), or (iii) the Mortgagee shall have been requested to do so by the Holders of a Majority majority in Interest principal amount of Note Holders, the Securities of any series then in any such caseOutstanding, the Mortgagee and, upon Trustee and the written request of the Mortgagee, the Owner Trustee, Company shall execute and deliver an indenture supplemental hereto and such all other instruments as may from time to time be and agreements necessary or advisable either (1) proper to constitute one or more another bank or trust companies company, or one or more persons approved appointed by the MortgageeCompany, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of hereunder, jointly with the Trust Indenture EstateTrustee, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estatehereunder, in each any such case with such rights, powers, duties and obligations consistent powers with this Trust Indenture respect to the affected series of Securities as may be provided in such indenture supplemental indenture hereto, and to vest in such bank, trust company or other instruments person as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional trustee or separate trustee, subject in each as the case may be, any property, title, right or power of the Trustee with respect to the remaining affected series of Securities deemed necessary or advisable by the Trustee, subject to the provisions of this Section 8.03below set forth. If In the Owner Trustee event the Company shall not have taken any action requested joined in the execution of it under this Section 8.03(a) that is permitted or required by its terms such indenture supplemental hereto within 15 ten days after the receipt of a written request from the Mortgagee Trustee so to do, or if in case an Event of Default with respect to the particular series of Securities shall have occurred occur and be continuing, the Mortgagee Trustee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, Company; and the Owner Company hereby appoints the Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, Trustee may execute, deliver and perform any such supplemental indenturedeed, conveyance, assignment or any such instrument, other instrument in writing as may be required for the appointment of by any such additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or for powers with respect to the clarification of, addition affected series of Securities conveyed or conferred to or subtraction from the rights, powers, duties or obligations theretofore granted to any upon such additional trustee or separate trustee, and the Company shall, upon the Trustee’s request, join therein and execute, acknowledge and deliver the same; and the Company hereby makes, constitutes and appoints the Trustee its agent and attorney-in-fact for it and in its name, place and stead to execute, acknowledge and deliver any such deed, conveyance, assignment or other instrument with respect to the affected series of Securities in the event that the Company shall not itself execute and deliver the same within ten days after receipt by it of such request so to do. In case any Any supplemental indenture executed pursuant to the provisions of this Section shall conform to the provisions of the Trust Indenture Act of 1939 as in effect as of the date of such supplemental indenture. Every additional or trustee and separate trustee appointed under this Section 8.03(a) shall diehereunder shall, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until extent permitted by law, be appointed and act, and the Trustee shall act with respect to a successor additional or separate trustee is appointed as provided in this Section 8.03(a).particular series of Securities, subject to the following provisions and conditions:

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee (with the written consent of the Owner, so long as no Event of Default has occurred and is continuing) and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested required of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment [Trust Indenture and Mortgage (NXXXUA)] of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Security Agreement, any Pledged Aircraft Agreement, any Pledged Spare Engines Agreement, any Pledged Spare Parts Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Note Purchase Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or and each other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).Security

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or 84 Indenture and Security Agreement (Spirit 2017-1 EETC) Exhibit 4.9 a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if Company's consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), ) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.02(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Estate or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the no Indenture Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if Trustee's consent. If an Indenture Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Financing Agreement or any of the transactions contemplated by the Participation AgreementFinancing Agreements, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Owner) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Indenture Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Owner’s consent. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Indenture Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeOwner, and and, to the extent permitted by applicable law, the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of Indenture and Security Agreement (American Airlines 2016-2 Aircraft EETC) [Reg. No.] any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, Collateral this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).have

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a). 82 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.]

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a). Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.]

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee (with the written consent of the Owner, so long as no Event of Default has occurred and is continuing) and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested required of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be [Trust Indenture and Mortgage (NXXXUA)] continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner TrusteeOwner, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes Secured Certificates or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Certificate Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Certificate Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).a

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Indenture Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes Secured Certificates or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Indenture Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Certificate Holders (and the Mortgagee Indenture Trustee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee Indenture Trustee shall have been requested to do so by a Majority in Interest of Note Certificate Holders, then in any such case, the Mortgagee Indenture Trustee and, upon the written request of the MortgageeIndenture Trustee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the MortgageeIndenture Trustee, either to act jointly with the Mortgagee Indenture Trustee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Indenture Trustee or a Majority in Interest of Note Certificate Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section 8.039.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee Indenture Trustee may act under the foregoing provisions of this Section 8.03(a9.02(a) without the concurrence of the Owner Trustee, Owner; and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeIndenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a9.02(a) in either of such contingencies. The Mortgagee Indenture -59- Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a9.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a9.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an no Event of Default shall have has occurred and be is continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such no additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).62

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Indenture and Security Agreement (American Airlines 2015-2 Aircraft EETC) [Reg. No.] Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Company or Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become N801DZ becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a). [Reg. No.]

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all jurisdiction, or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Trustee shall be advised by counsel counsel, satisfactory to it it, that it is so necessary or prudent and in the interests interest of the Note Holders (and of Securities of any series or in the Mortgagee shall so advise event that the Owner Trustee and Lessee), or (iii) the Mortgagee shall have been requested to do so by the Holders of a Majority majority in Interest principal amount of Note Holders, the Securities of any series then in any such caseOutstanding, the Mortgagee and, upon Trustee and the written request of the Mortgagee, the Owner Trustee, Company shall execute and deliver an indenture supplemental hereto and such all other instruments as may from time to time be and agreements necessary or advisable either (1) proper to constitute one or more another bank or trust companies company, or one or more persons approved Persons appointed by the MortgageeCompany, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of hereunder, jointly with the Trust Indenture EstateTrustee, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estatehereunder, in each any such case with such rights, powers, duties and obligations consistent powers with this Trust Indenture respect to the affected series of Securities as may be provided in such indenture supplemental indenture hereto, and to vest in such bank, trust company or other instruments Person as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional trustee or separate trustee, subject in each as the case may be, any property, title, right or power of the Trustee with respect to the remaining affected series of Securities deemed necessary or advisable by the Trustee, subject to the provisions of this Section 8.03below set forth. If In the Owner Trustee event the Company shall not have taken any action requested joined in the execution of it under this Section 8.03(a) that is permitted or required by its terms such indenture supplemental hereto within 15 ten days after the receipt of a written request from the Mortgagee Trustee so to do, or if in case an Event of Default with respect to the particular series of Securities shall have occurred occur and be continuing, the Mortgagee Trustee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, Company; and the Owner Company hereby appoints the Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, Trustee may execute, deliver and perform any such supplemental indenturedeed, conveyance, assignment or any such instrument, other instrument in writing as may be required for the appointment of by any such additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or for powers with respect to the clarification of, addition affected series of Securities conveyed or conferred to or subtraction from the rights, powers, duties or obligations theretofore granted to any upon such additional trustee or separate trustee, and the Company shall, upon the Trustee’s request, join therein and execute, acknowledge and deliver the same; and the Company hereby makes, constitutes and appoints the Trustee its agent and attorney-in-fact for it and in its name, place and stead to execute, acknowledge and deliver any such deed, conveyance, assignment or other instrument with respect to the affected series of Securities in the event that the Company shall not itself execute and deliver the same within ten days after receipt by it of such request so to do. In case any Any supplemental indenture executed pursuant to the provisions of this Section shall conform to the provisions of the Trust Indenture Act as in effect as of the date of such supplemental indenture. Every additional or trustee and separate trustee appointed under this Section 8.03(a) shall diehereunder shall, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until extent permitted by law, be appointed and act, and the Trustee shall act with respect to a successor additional or separate trustee is appointed as provided in this Section 8.03(a).particular series of Securities, subject to the following provisions and conditions:

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Company or Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any Indenture and Security Agreement (2020-1 EETC) N301DV such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Company or Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementIndenture and Security Agreement (2019-1 EETC) N103DU Operative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Company or Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform Indenture and Security Agreement (2020-1 EETC) N822NW any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture Estate, or to act as separate trustee or trustees of all or any part of the Trust Indenture Estate, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).with

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Indenture and Security Agreement (American Airlines 2013-2 Aircraft EETC) [Reg. No.] Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an no Event of Default shall have has occurred and be is continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) no additional or supplemental trustee shall be appointed without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).Company's -51- 57

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Indenture and Security Agreement (American Airlines 2016-2 Aircraft EETC) [Reg. No.] Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeCompany, and and, to the Owner Trustee extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Mortgage Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or and separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee Loan Trustee so to do, or if an Event of Default shall have occurred and be b continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, ; and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the MortgageeLoan Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem it necessary or desirable in order to conform to any Law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture EstateCollateral, this Trust Indenture, any other Indenture Agreement, the Equipment Notes or any of the transactions contemplated by the Participation Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders (and the Mortgagee shall so advise the Owner Trustee and LesseeOwner), or (iii) the Mortgagee shall have been requested to do so by a Majority in Interest of Note Holders, then in any such case, the Mortgagee and, upon the written request of the Mortgagee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank or trust companies or one or more persons approved by the Mortgagee, either to act jointly with the Mortgagee as additional trustee or trustees of all or any part of the Trust Indenture EstateCollateral, or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.03. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).any

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Financing Agreement or any of the transactions contemplated by the Participation AgreementFinancing Agreements, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Owner) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeOwner, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Indenture Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Owner’s consent. If the Owner Trustee shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so Loan Trustee to dodo so, or if an Indenture Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of the Owner TrusteeOwner, and and, to the extent permitted by applicable law, the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become incapable of acting, resign or be movedremoved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).. Indenture and Security Agreement 50

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee shall deem Company or Loan Trustee deems it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate shall be Collateral is situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementIndenture and Security Agreement (2019-1 EETC) N360DN Operative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee shall have Loan Trustee has been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other other, instruments as may from time to time be are necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be is provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders may deem Noteholders deems necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If the Owner Trustee no Event of Default has occurred and is continuing, no additional or supplemental trustee shall not have taken any action requested of it under this Section 8.03(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, the Mortgagee Loan Trustee may act under the foregoing provisions of this Section 8.03(a8.02(a) without the concurrence of Company, and, to the Owner Trusteeextent permitted by applicable law, and the Owner Trustee Company hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies8.02(a). The Mortgagee Loan Trustee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.02. In case any additional or separate trustee appointed under this Section 8.03(a8.02(a) shall die, become becomes incapable of acting, resign resigns or be movedis removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a8.02(a).

Appointment of Additional and Separate Trustees. (a) Whenever (i) the Mortgagee Loan Trustee shall deem it necessary or desirable in order to conform to any Law law of any jurisdiction in which all or any part of the Trust Indenture Estate Collateral shall be situated or to make any claim or bring any suit with respect to or in connection with the Trust Indenture Estate, this Trust IndentureCollateral, any other Indenture Agreement, the Equipment Notes Operative Document or any of the transactions contemplated by the Participation AgreementOperative Documents, (ii) the Mortgagee Loan Trustee shall be advised by counsel satisfactory to it that it is so necessary or prudent in the interests of the Note Holders Noteholders (and the Mortgagee Loan Trustee shall so advise the Owner Trustee and Lessee), Company) or (iii) the Mortgagee Loan Trustee shall have been requested to do so by a Majority in Interest of Note HoldersNoteholders, then in any such case, the Mortgagee Loan Trustee and, upon the written request of the MortgageeLoan Trustee, the Owner TrusteeCompany, shall execute and deliver an indenture supplemental hereto and such other instruments as may from time to time be necessary or advisable either (1) to constitute one or more bank banks or trust companies or one or more persons corporations meeting the requirements of Section 8.01(c) and approved by the MortgageeLoan Trustee, either to act jointly with the Mortgagee Loan Trustee as additional trustee or trustees of all or any part of the Trust Indenture Estate, Collateral or to act as separate trustee or trustees of all or any part of the Trust Indenture EstateCollateral, in each case with such rights, powers, duties and obligations consistent with this Trust Indenture as may be provided in such supplemental indenture or other instruments as the Mortgagee Loan Trustee or a Majority in Interest of Note Holders Noteholders may deem necessary or advisable, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional or separate trustee, subject in each case to the remaining provisions of this Section 8.038.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company's consent. If the Owner Trustee Company shall not have taken any action requested of it under this Section 8.03(a8.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Mortgagee so to do, or if an Event of Default shall have occurred and be continuing, the Mortgagee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of the Owner Trustee, and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Mortgagee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a) in either of such contingencies. The Mortgagee may, in such capacity, execute, deliver and perform any such supplemental indenture, or any such instrument, as may be required for the appointment of any such additional or separate trustee or for the clarification of, addition to or subtraction from the rights, powers, duties or obligations theretofore granted to any such additional or separate trustee. In case any additional or separate trustee appointed under this Section 8.03(a) shall die, become incapable of acting, resign or be moved, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a).required