Common use of Supplemental Agreements Without Consent of Class AA Certificateholders Clause in Contracts

Supplemental Agreements Without Consent of Class AA Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the request of the Company at any time and from time to time, enter into (or, in the case of the Deposit Agreement, consent to) and, if applicable, request the Escrow Agent and Escrow Paying Agent to enter into (i) one or more agreements supplemental to the Escrow Agreement, the NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (15) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and powers conferred by (in the case of clause (3)), the NPA, (b) references in clauses (4) and (5) of such Section 9.01 to “any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee” shall also be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, any Participation Agreement or the Deposit Agreement”, (c) references to “any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee” in clause (7) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, any Participation Agreement or the Deposit Agreement” and (d) references to “any Intercreditor Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility or any Parent Guarantee” and to “any Intercreditor Agreement, any Liquidity Facility or

Supplemental Agreements Without Consent of Class AA Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the request of the Company at any time and from time to time, enter into (or, in the case of the Deposit Agreement, consent to) and, if applicable, request the Escrow Agent and Escrow Paying Agent to enter into (i) one or more agreements supplemental to the Escrow Agreement, the NPA or the Deposit AgreementNPA, for any of the purposes set forth in clauses (1) through (15) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and powers conferred by (in the case of clause (3)), the NPA, (b) references in clauses (4) and (5) of such Section 9.01 to “any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee” shall also be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, NPA or any Participation Agreement or the Deposit Agreement”, (c) references to “any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee” in clause (7) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, NPA or any Participation Agreement or the Deposit Agreement” and (d) references to “any Intercreditor Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility or any Parent Guarantee” and to “any Intercreditor Agreement, any Liquidity Facility oror any Parent Guarantee” in clause (8) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the NPA, any Indenture, the Class AA Liquidity Facility, or any Participation Agreement”, (ii) one or more agreements supplemental to any Operative Agreement or the NPA to provide for the formation of one or more Additional Trusts in existence at any one time, the issuance of Additional Certificates from time to time, the purchase by an Additional Trust of applicable Additional Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 4(a)(v) of American Airlines Aircraft EETC

Supplemental Agreements Without Consent of Class AA Certificateholders. Without limitation of Section 9.01 of the Basic AgreementAgreement (for the avoidance of doubt, as amended by Section 8.01 above), under the terms of, and subject to the limitations contained in, such Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the request of the Company Company’s request, at any time and from time to time, enter into (or, in the case of the Deposit Agreement, consent to) and, if applicable, request the Escrow Agent and Escrow Paying Agent to enter into (i) one or more agreements supplemental to the Escrow Agreement, the NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (159) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and powers conferred by (in the case of clause (3)), the NPANPA and any Participation Agreement, (b) references in clauses (4) and (56) of such Section 9.01 to “any Intercreditor Agreement, any Note Purchase Agreement, Agreement or any Liquidity Facility or any Parent GuaranteeFacility” shall also be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, any Participation Agreement or the Deposit Agreement”, and (c) references to “any Intercreditor Agreement, Agreement or any Liquidity Facility or any Parent GuaranteeFacility” in clause (7) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the NPA, any Indenture, the Class AA Liquidity Facility, the Escrow Agreement, the Deposit Agreement or any Participation Agreement”, (ii) one or more agreements supplemental to any Operative Agreement, the NPA, any Participation the Escrow Agreement or the Deposit Agreement to provide for the formation of one or more Additional Trusts in existence at any one time, the issuance of one or more Classes of Additional Certificates from time to time, the purchase by any Additional Trust of applicable Additional Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement” , all as provided in Section 4(a)(v) of the NPA and Section 8.01(d) of the Intercreditor Agreement, and (diii) references one or more agreements supplemental to any Operative Agreement, the NPA, the Escrow Agreement or the Deposit Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of one or more Classes of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 4(a)(v) of the NPA and Section 8.01(c) of the Intercreditor Agreement. In addition, the following provisions of Section 9.01 of the Basic Agreement shall be amended, with respect to the Class AA Trust, as follows: (A) Section 9.01(5) of the Basic Agreement shall be amended by inserting the phrase “(or to facilitate any listing of any Certificates on any exchange or quotation system) or any requirement of DTC or like depositary,” after the phrase “any exchange or quotation system on which the Certificates of any series are listed” but before the phrase “or of any regulatory body”; (B) Section 9.01(6) of the Basic Agreement shall be amended by inserting the phrase “to establish or” after the phrase “to such extent as shall be necessary” but before the phrase “to continue”; and (C) Section 9.01(7) of the Basic Agreement shall be amended by replacing the phrase “and to add to or change” with the phrase “, or to evidence the substitution of a Liquidity Provider with a Replacement Liquidity Provider or to provide for a Replacement Liquidity Facility or to incorporate appropriate mechanics for multiple instruments for a Replacement Liquidity Facility for a single Trust, all as provided in any Intercreditor Agreement, any Note Purchase ; or to evidence the substitution of a Depositary with a Replacement Depositary or to provide for a Replacement Deposit Agreement, any Indenture, any all as provided in the NPA; or to evidence and provide for the acceptance of appointment by a successor Escrow Agent or successor Escrow Paying Agent under the Escrow Agreement; or to provide multiple Liquidity Facility Facilities with respect to one or any Parent Guarantee” and more Trusts; or to “any Intercreditor Agreement, any Liquidity Facility oradd to or change”.

Supplemental Agreements Without Consent of Class AA Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the request of the Company at any time and from time to time, enter into (or, in the case of the Deposit Agreement, consent to) and, if applicable, request the Escrow Agent and Escrow Paying Agent to enter into (i) one or more agreements supplemental to the Escrow Agreement, the NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (15) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and powers conferred by (in the case of clause (3)), the NPAany Participation Agreement, (b) references in clauses (4), (5) and (57) of such Section 9.01 to “any Intercreditor Agreement, any Note Purchase Agreement, Agreement or any Liquidity Facility or any Parent GuaranteeFacility” shall also be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, Facility or any Participation Agreement or the Deposit Agreement”, (c) references to “any Intercreditor Agreement, any Liquidity Facility Participation Agreement, any Indenture or any Parent GuaranteeLiquidity Facility” and to “any Intercreditor Agreement or any Liquidity Facility” in clause (7) 8) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, any Indenture, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, Facility or any Participation Agreement or the Deposit Agreement” ”, and (d) references the reference to “this Basic Agreement or any Trust Supplement” in clause (13) of such Section 9.01 shall also be deemed to refer to “any Participation Agreement”, (ii) under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental to any Operative Agreement to provide for the formation of one or more Additional Trusts, the issuance of one or more Classes of Additional Certificates, the purchase by any Additional Trust of applicable Additional Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 8.01(d) of the Intercreditor Agreement, any Note Purchase and (iii) under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company’s request, at any Indenturetime and from time to time, enter into one or more agreements supplemental to any Operative Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of one or more Classes of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 8.01(c) of the Intercreditor Agreement. In addition, the following provisions of Section 9.01 of the Basic Agreement shall be amended, with respect to the Class AA Trust, as follows: (A) Section 9.01(6) of the Basic Agreement shall be amended by inserting the phrase “(or to facilitate any listing of any Certificates on any exchange or quotation system) or any requirement of DTC or like depositary,” after the phrase “any exchange or quotation system on which the Certificates of any series are listed” but before the phrase “or of any regulatory body”; (B) Section 9.01(7) of the Basic Agreement shall be amended by inserting the phrase “to establish or” after the phrase “to such extent as shall be necessary” but before the phrase “to continue”; and (C) Section 9.01(8) of the Basic Agreement shall be amended by replacing the phrase “and to add to or change” with the phrase “, or to evidence the substitution of a Liquidity Provider with a Replacement Liquidity Provider, to provide for a Replacement Liquidity Facility or any Parent Guarantee” and to “incorporate appropriate mechanics for multiple instruments for a Replacement Liquidity Facility for a single Trust, all as provided in any Intercreditor Agreement, any Liquidity Facility or; or to add to or change”. 18 Trust Supplement No. 2015-1AA

Supplemental Agreements Without Consent of Class AA Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the request of the Company at any time and from time to time, enter into (or, in the case of the Deposit Agreement, consent to) and, if applicable, request the Escrow Agent and Escrow Paying Agent to enter into (i) one or more agreements supplemental to the Escrow Agreement, the NPA or the Deposit AgreementNPA, for any of the purposes set forth in clauses (1) through (15) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and powers conferred by (in the case of clause (3)), the NPA, (b) references in clauses (4) and (5) of such Section 9.01 to “any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee” shall also be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, NPA or any Participation Agreement or the Deposit Agreement”, (c) references to “any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee” in clause (7) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, NPA or any Participation Agreement or the Deposit Agreement” and (d) references to “any Intercreditor Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility or any Parent Guarantee” and to “any Intercreditor Agreement, any Liquidity Facility oror any Parent Guarantee” in clause (8) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the NPA, any Indenture, the Class AA Liquidity Facility, or any Participation Agreement”, (ii) one or more agreements supplemental to any Operative Agreement or the NPA to provide for the formation of one or more Additional Trusts in existence at any one time, the issuance of Additional Certificates from time to time, the purchase by an Additional Trust of applicable Additional Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 4(a)(v) of the NPA and Section 8.01(d) of the Intercreditor Agreement, and (iii) one or more agreements supplemental to any Operative Agreement or the NPA to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 4(a)(v) of American Airlines Aircraft EETC

Supplemental Agreements Without Consent of Class AA Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the request of the Company at any time and from time to time, enter into (or, in the case of the Deposit Agreement, consent to) and, if applicable, request the Escrow Agent and Escrow Paying Agent to enter into (i) one or more agreements supplemental to the Escrow Agreement, the NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (15) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and powers conferred by (in the case of clause (3)), the NPAany Participation Agreement, (b) references in clauses (4), (5) and (57) of such Section 9.01 to “any Intercreditor Agreement, any Note Purchase Agreement, Agreement or any Liquidity Facility or any Parent GuaranteeFacility” shall also be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, Facility or any Participation Agreement or the Deposit Agreement”, (c) references to “any Intercreditor Agreement, any Liquidity Facility Participation Agreement, any Indenture or any Parent GuaranteeLiquidity Facility” and to “any Intercreditor Agreement or any Liquidity Facility” in clause (7) 8) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, any Indenture, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, Facility or any Participation Agreement or the Deposit Agreement” ”, and (d) references the reference to “this Basic Agreement or any Trust Supplement” in clause (13) of such Section 9.01 shall also be deemed to refer to “any Participation Agreement”, (ii) under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company’s request, at any time and from time to time, enter into one or more agreements supplemental to any Operative Agreement to provide for the formation of one or more Additional Trusts in existence at any one time, the issuance of one or more Classes of Additional Certificates from time to time, the purchase by any Additional Trust of applicable Additional Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 8.01(d) of the Intercreditor Agreement, any Note Purchase (iii) under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company’s request, at any Indenturetime and from time to time, enter into one or more agreements supplemental to any Liquidity Facility Operative Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of one or more Classes of Refinancing Certificates, the purchase by any Parent Guarantee” Refinancing Trust of applicable Refinancing Equipment Notes and to “any other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, all as provided in Section 8.01(c) of the Intercreditor Agreement, any Liquidity Facility orand (iv) under the terms of, and subject to the

Supplemental Agreements Without Consent of Class AA Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, (i) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and powers conferred by (in the case of clause (3)), any Participation Agreement, (b) references in clauses (4) and (5) of such Section 9.01 to “any Intercreditor Agreement, any Note Purchase Agreement or any Liquidity Facility” shall be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility or any Participation Agreement”, (c) references to “any Intercreditor Agreement or any Liquidity Facility” in clause (7) of such Section 9.01 shall be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility or any Participation Agreement” and (d) references to “any Intercreditor Agreement, any Note Purchase Agreement, any Indenture or any Liquidity Facility” and to “any Intercreditor Agreement or any Liquidity Facility” in clause (8) of such Section 9.01 shall be deemed to refer to “the Intercreditor Agreement, any Indenture, the Class AA Liquidity Facility or any Participation Agreement”, (ii) under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the request of the Company at any time and from time to time, enter into (or, in the case of the Deposit Agreement, consent to) and, if applicable, request the Escrow Agent and Escrow Paying Agent to enter into (i) one or more agreements supplemental to any Operative Agreement to provide for the Escrow Agreement, the NPA formation of one or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (15) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and powers conferred by (in the case of clause (3)), the NPA, (b) references in clauses (4) and (5) of such Section 9.01 to “any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Parent Guarantee” shall also be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, any Participation Agreement or the Deposit Agreement”, (c) references to “any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee” in clause (7) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the Class AA Liquidity Facility, the Escrow Agreement, the NPA, any Participation Agreement or the Deposit Agreement” and (d) references to “any Intercreditor Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility or any Parent Guarantee” and to “any Intercreditor Agreement, any Liquidity Facility ormore