Common use of Lease Amendments and Supplemental Indentures Clause in Contracts

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the Lease, or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the Lease, or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect respect, and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trust Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the Lease, or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect respect, and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the Lease, or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived Trust Indenture in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect respect, and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the Lease, or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the LeaseLease or any of the Japanese Financing Documents, or execute and deliver any written waiver or modification of, or consent under, the terms of the LeaseLease or any of the Japanese Financing Documents, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect respect, and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the LeaseLease or any of the Japanese Financing Documents, or execute and deliver any written waiver or modification of, or consent under, the terms of the LeaseLease or any of the Japanese Financing Documents, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such Trust Indenture 92 - 87 - amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect respect, and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or Trust Indenture supplement to the Lease, or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the Lease, or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce Trust Indenture 88 - 83 - the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect Holders, and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the Lease, or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect Holders, and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.Indenture

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the LeaseLease or any of the Foreign Financing Documents, or execute and deliver any written waiver or modification of, or consent under, the terms of the LeaseLease or any of the Foreign Financing Documents, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the Lease, or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee Trust Indenture and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the Lease, or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect Holders, and (iii) the Lessee may effect the re-registration of Trust Indenture the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.

Lease Amendments and Supplemental Indentures. (a) Except as otherwise provided in Section 5.10 hereof, and except with respect to Excepted Payments, the Owner Trustee agrees that it shall not enter into any amendment of or supplement to the Lease, or execute and deliver any written waiver or modification of, or consent under, the terms of the Lease, unless such supplement, amendment, waiver, modification or consent is consented to in writing by the Indenture Trustee acting on instructions of a Majority in Interest of Note Holders. Anything to the contrary contained in this Section 9.01 notwithstanding, without the necessity of the consent of any of the Note Holders or (as respects clauses (i) and (ii) below) the Indenture Trustee, (i) any Excepted Rights or Excepted Payments payable to the Owner Trustee or Owner Participant may be modified, amended, changed or waived in such manner as shall be agreed to by the Owner Participant and Lessee, (ii) the Owner Trustee and Lessee may, so long as no Indenture Event of Default has occurred and is continuing, enter into amendments of or additions to the Lease to modify Sections 6(d), 9 and 16 and Exhibits B and E (except to the extent that such amendment would adversely affect the rights or exercise of remedies under Section 18 of the Lease) so long as such amendments, modifications and changes do not and would not (A) affect the time of, or reduce the amount of, Basic Rent or Stipulated Loss Value payments until after the payment in full of all Secured Obligations, (B) impair the Lien of this Indenture, (C) adversely affect the value, utility or useful life of the Aircraft or any Engine or (D) otherwise adversely affect the Note Holders in any material respect and (iii) the Lessee may effect the re-registration of the Aircraft in accordance with but always subject to the terms and conditions applicable thereto specified in Section 11 of the Refunding Agreement and Section 6(e) of the Lease and the Indenture Trustee may approve any Permitted Sublessee as provided in clause (c) of the definition of such term set forth in the Lease and may exercise the rights of the Indenture Trustee under Section 15 of the Refunding Agreement. For the avoidance of doubt, nothing in this Section 9.01 shall limit in any way the rights of the Owner Trustee and/or the Owner Participant under Section 5.10(d) to exercise certain rights and powers under the Lease to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. The Indenture Trustee is hereby authorized to join in the execution of any supplemental indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder, but the Indenture Trustee shall not be obligated to enter into any such supplemental indenture which adversely affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise, whether in its official or individual capacity. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed without the consent of the Trust Indenture 88 - 83 - Note Holders notwithstanding any of the provisions of this Section 9.01.