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.

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 89.

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 88.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of Company, and, to the extent permitted by applicable law, Company hereby irrevocably appoints (which appointment is coupled with an interest) Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). 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 8.02(a) becomes incapable of acting, resigns or is removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Documents to Loan Trustee shall be promptly paid over by it to Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Articles IV, V, VI, VIII, IX and X insofar as they apply to Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of Loan Trustee. (c) If at any time Loan Trustee deems it no longer necessary or desirable or in the event that Loan Trustee has been requested to do so in writing by a Majority in Interest of Noteholders, Loan Trustee and, upon the written request of Loan Trustee, Company, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. Loan Trustee may act on behalf of Company under this Section 8.02(c) when and to the extent it could so act under Section 8.02(a). In any case, Company may remove an additional or separate trustee in the manner set forth in Section 8.01.

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 88.02. 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 Company shall not have taken any action requested of it under this Section 8.02(a) that is required by its terms within 15 days of a written request from the Loan Trustee to do so, or if an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Company, and, to the extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) shall become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Documents to the Loan Trustee shall be promptly paid over by it to the Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders the Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and the Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Article IV, Article V, Article VI, Article VIII, Article IX and Article X hereof insofar as they apply to the Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of the Loan Trustee hereunder. (c) If at any time the Loan Trustee shall deem it no longer necessary or desirable for an additional or separate trustee to be appointed hereunder or in the event that the Loan Trustee shall have been requested to do so in writing by a Majority in Interest of Noteholders, the Loan Trustee and, upon the written request of the Loan Trustee, the Company, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or advisable to remove any additional or separate trustee. The Loan Trustee may act on behalf of the Company under this Section 8.02(c) when and to the extent it could so act under Section 8.02(a) hereof. In any case, the Company may remove an additional or separate trustee in the manner set forth in Section 8.01.

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 88.03. 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). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Mortgagee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Trust Indenture Estate or otherwise payable under any Operative Agreement to the Mortgagee shall be promptly paid over by it to the Mortgagee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Mortgagee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Trust Indenture Estate in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Mortgagee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting, and the Mortgagee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.03 shall be subject to, and shall have the benefit of Articles IV through VIII and Article X hereof insofar as they apply to the Mortgagee. The powers of any additional or separate trustee appointed pursuant to this Section 8.03 shall not in any case exceed those of the Mortgagee hereunder. (c) If at any time the Trustee shall deem it no longer necessary or in order to conform to any such Law or take any such action or shall be advised by such counsel that it is no longer so necessary or desirable in the interest of the Note Holders, or in the event that the Mortgagee shall have been requested to do so in writing by a Majority in Interest of Note Holders, the Mortgagee and, upon the written request of the Mortgagee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Mortgagee may act on behalf of the Owner Trustee under this Section 8.03(c) when and to the extent it could so act under Section 8.03(a) hereof.

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.

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 88.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of Company, and, to the extent permitted by applicable law, Company hereby irrevocably appoints (which appointment is coupled with an interest) Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). 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 8.02(a) becomes incapable of acting, resigns or is removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Documents to Loan Trustee shall be promptly paid over by it to Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Articles IV, V, VI, VIII, IX and X insofar as they apply to Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of Loan Trustee. (c) If at any time Loan Trustee deems it no longer necessary or desirable or in the event that Loan Trustee has been requested to do so in writing by a Majority in Interest of Noteholders, Loan Trustee and, upon the written request of Loan Trustee, Company, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. Loan Trustee may act on behalf of Company under this Section 8.02(c) when and to the extent it could so act under Section 8.02(a). In any case, Company may remove an additional or separate trustee in the manner set forth in Section 8.01.

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.

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 89.

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 89.02. If the Owner shall not have taken any action required of it under this Section 9.02(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 9.02(a) without the concurrence of the Owner, and the Owner 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 9.02(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 9.02(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 9.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Mortgagee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Agreement to the Mortgagee shall be promptly paid over by it to the Mortgagee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Mortgagee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Mortgagee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting, and the Mortgagee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 9.02 shall be subject to, and shall have the benefit of Articles V through IX and Article XI hereof insofar as they apply to the Mortgagee. The powers of any additional or separate trustee appointed pursuant to this Section 9.02 shall not in any case exceed those of the Mortgagee hereunder. (c) If at any time the Mortgagee shall deem it no longer necessary or in order to conform to any such Law or take any such action or shall be advised by such counsel that it is no longer so necessary or desirable in the interest of the Note Holders, or in the event that the Mortgagee shall have been requested to do so in writing by a Majority in Interest of Note Holders, the Mortgagee and, upon the written request of the Mortgagee, the Owner, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Mortgagee may act on behalf of the Owner under this Section 9.02(c) when and to the extent it could so act under Section 9.02(a) hereof.

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 89.

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 89.02. If the Owner shall not have taken any action requested of it under this Section 9.02(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 9.02(a) without the concurrence of the Owner, and the Owner 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 9.02(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 9.02(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 9.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Mortgagee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Agreement to the Mortgagee shall be promptly paid over by it to the Mortgagee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Mortgagee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Mortgagee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting, and the Mortgagee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 9.02 shall be subject to, and shall have the benefit of Articles V through IX and Article XI hereof insofar as they apply to the Mortgagee. The powers of any additional or separate trustee appointed pursuant to this Section 9.02 shall not in any case exceed those of the Mortgagee hereunder. (c) If at any time the Mortgagee shall deem it no longer necessary or in order to conform to any such Law or take any such action or shall be advised by such counsel that it is no longer so necessary or desirable in the interest of the Note Holders, or in the event that the Mortgagee shall have been requested to do so in writing by a Majority in Interest of Note Holders, the Mortgagee and, upon the written request of the Mortgagee, the Owner, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Mortgagee may act on behalf of the Owner under this Section 9.02(c) when and to the extent it could so act under Section 9.02(a) hereof.

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.or

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 89.02. If the Owner shall not have taken any action requested of it under this Section 9.02(a) that is permitted or required by its terms within 15 days after the receipt of a written request from the Indenture Trustee so to do, or if an Event of Default shall have occurred and be continuing, the Indenture Trustee may act under the foregoing provisions of this Section 9.02(a) without the concurrence of the Owner, and the Owner hereby irrevocably appoints (which appointment is coupled with an interest) the Indenture Trustee, its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.02(a) in either of such contingencies. The 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 9.02(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 Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 9.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Indenture Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Agreement to the Indenture Trustee shall be promptly paid over by it to the Indenture Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Indenture Trustee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Indenture Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Indenture Trustee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Indenture Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and the Indenture Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 9.02 shall be subject to, and shall have the benefit of Articles V through IX and Article XI hereof insofar as they apply to the Indenture Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 9.02 shall not in any case exceed those of the Indenture Trustee hereunder. (c) If at any time the Indenture Trustee shall deem it no longer necessary or in order to conform to any such Law or take any such action or shall be advised by such counsel that it is no longer so necessary or desirable in the interest of the Note Holders, or in the event that the Indenture Trustee shall have been requested to do so in writing by a Majority in Interest of Note Holders, the Indenture Trustee and, upon the written request of the Indenture Trustee, the Owner, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Indenture Trustee may act on behalf of the Owner under this Section 9.02(c) when and to the extent it could so act under Section 9.02(a) hereof.

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 89.

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 88.02. 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 Company shall not have taken any action requested of it under this Section 8.02(a) that is required by its terms within 15 days of a written request from the Loan Trustee to do so, or if an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Company, and, to the extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) shall become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(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 hereunder, in any such case with such powers with respect to the affected series of all Securities as may be provided in such indenture supplemental hereto, and to vest in such bank, trust company or Person as such additional trustee or separate trustee, as the case may be, any part property, title, right or power of the Trustee with respect to the affected series of Securities deemed necessary or advisable by the Trustee, subject to the provisions of this Section below set forth. In the event the Company shall not have joined in the execution of such indenture supplemental hereto within ten days after the receipt of a written request from the Trustee so to do, or in case an Event of Default with respect to the particular series of Securities shall occur and be continuing, the Trustee may act under the foregoing provisions of this Section without the concurrence of the Company; and the Company hereby appoints the Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section in either of such contingencies. The Trustee may execute, deliver and perform any deed, conveyance, assignment or other instrument in writing as may be required by any additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or powers with respect to the affected series of Securities conveyed or conferred to or 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. Any supplemental indenture executed pursuant to the provisions of this Section shall conform to the provisions of the Trust Indenture EstateAct as in effect as of the date of such supplemental indenture. Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act, and the Trustee shall act with respect to a particular series of Securities, subject to the following provisions and conditions: (1) the Securities of such series shall be authenticated by the Trustee and all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of moneys, shall be exercised solely by the Trustee; (2) all other rights, powers, duties and obligations with respect to the Securities of such series conferred or imposed upon the Trustee and such additional trustee or separate trustee or any of them shall be conferred or imposed upon and exercised or performed by the Trustee and such additional trustee or trustees and separate trustee or trustees jointly, except to the extent that, under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in each case with which event such rights, powers, duties and obligations consistent with this Trust Indenture as respect to the Securities of such series shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (3) no power hereby given to, or with respect to which it is hereby provided may be provided exercised by, any such additional trustee or separate trustee with respect to a particular series of Securities shall be exercised hereunder by such additional trustee or separate trustee except with the consent of the Trustee; and (4) no trustee with respect to a particular series of Securities hereunder shall be personally liable by reason of any act or omission of any other trustee with respect to such series of Securities hereunder. If at any time the Trustee shall deem it no longer necessary in order to conform to any such law or shall be advised by counsel that it is no longer so necessary in the interest of the Holders of Securities of any series or in the event that the Trustee shall have been requested to do so in writing by the Holders of a majority in principal amount of the Securities of such series then Outstanding, the Trustee and the Company shall execute and deliver an indenture supplemental indenture or hereto and all other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem and agreements necessary or advisableproper to remove any additional trustee or separate trustee with respect to such series. In the event that the Company shall not have joined in the execution of such indenture supplemental hereto, instruments and agreements, the Trustee may act on behalf of the Company to the same extent provided above. Any additional trustee or (2) separate trustee with respect to clarifyany series of Securities may at any time by an instrument in writing constitute the Trustee its agent or attorney-in-fact, add with full power and authority, to the extent which may be authorized by law, to do all acts and things and exercise all discretions which it is authorized or subtract from permitted to do or exercise with respect to such series, for and in its behalf and in its name. In case any such additional trustee or separate trustee shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations theretofore granted any of such additional trustee or separate trusteetrustee with respect to such series, subject as the case may be, so far as permitted by law, shall vest in each case and be exercised by the Trustee, without the appointment of a new successor to such additional trustee or separate trustee unless and until a successor with respect to such series is appointed in the remaining provisions of this Section 8manner hereinbefore provided.

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 8‎Section 8.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without Company’s consent. If an Event of Default shall have occurred and be continuing, Loan Trustee may act under the foregoing provisions of this ‎Section 8.02(a) without the concurrence of Company, and, to the extent permitted by applicable law, Company hereby irrevocably appoints (which appointment is coupled with an interest) Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this ‎Section 8.02(a). 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 8.02(a) becomes incapable of acting, resigns or is removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to Loan Trustee until a successor additional or separate trustee is appointed as provided in this ‎Section 8.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Documents to Loan Trustee shall be promptly paid over by it to Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this ‎Section 8.02 shall be subject to, and shall have the benefit of Articles ‎IV, ‎V, ‎VI, ‎VIII, ‎IX and ‎X insofar as they apply to Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this ‎Section 8.02 shall not in any case exceed those of Loan Trustee. (c) If at any time Loan Trustee deems it no longer necessary or desirable or in the event that Loan Trustee has been requested to do so in writing by a Majority in Interest of Noteholders, Loan Trustee and, upon the written request of Loan Trustee, Company, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. Loan Trustee may act on behalf of Company under this ‎Section 8.02(c) when and to the extent it could so act under ‎Section 8.02(a). In any case, Company may remove an additional or separate trustee in the manner set forth in ‎Section 8.01.

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 8.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without Company's consent. If an Event of Default shall have occurred and be continuing, Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of Company, and Company hereby irrevocably appoints (which appointment is coupled with an interest) Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). 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.

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.,

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 89.2. If Borrower has not taken any action requested of it under this Section 9.2(a) that is permitted or required by its terms within 15 days after receiving a written request from Mortgagee to do so, or if an Event of Default exists, Mortgagee may act under the foregoing provisions of this Section 9.2(a) without Borrower’s concurrence, and Borrower hereby irrevocably appoints (which appointment is coupled with an interest) Mortgagee as Borrower’s agent and attorney-in-fact to act for Borrower under the foregoing provisions of this Section 9.2(a) in either of such contingencies. In such capacity, Mortgagee may 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. If any additional or separate trustee appointed under this Section 9.2(a) dies, becomes incapable of acting, resigns, or is moved, all the assets, property, rights, powers, trusts, duties, and obligations of such additional or separate trustee shall revert to Mortgagee until a successor additional or separate trustee is appointed as provided in this Section 9.2(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties, and obligations conferred upon Mortgagee in respect of the custody, investment, and payment of money, and any such additional or separate trustee shall promptly pay over to Mortgagee all money that such additional or separate trustee receives from or constituting part of the Collateral or otherwise payable to Mortgagee under any Operative Agreement. All other rights, powers, duties, and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by Mortgagee and such additional or separate trustee jointly, except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties, and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of Mortgagee or a Majority in Interest of the Lenders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting, and Mortgagee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 9.2 shall be subject to, and shall have the benefit of, Articles 5 through 9 and Article 11 insofar as they apply to Mortgagee. The powers of any additional or separate trustee appointed pursuant to this Section 9.2 shall not in any case exceed those of Mortgagee hereunder. (c) If at any time Mortgagee deems it no longer necessary or in order to conform to any such Law or take any such action or shall be advised by such counsel that it is no longer so necessary or desirable in the interest of the Lenders, or if Mortgagee is requested to do so in writing by a Majority in Interest of the Lenders, Mortgagee and (upon Mortgagee’s written request) Borrower shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. Mortgagee may act on behalf of Borrower under this Section 9.2(c) when and to the extent it could so act under Section 9.2(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 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.

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 89.

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 88.02. 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 Company shall not have taken any action requested of it under this Section 8.02(a) that is required by its terms within 15 days of a written request from the Loan Trustee to do so, or if an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Company, and, to the extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) shall become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Documents to the Loan Trustee shall be promptly paid over by it to the Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders the Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and the Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Article IV, Article V, Article VI, Article VIII, Article IX and Article X hereof insofar as they apply to the Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of the Loan Trustee hereunder. (c) If at any time the Loan Trustee shall deem it no longer necessary or desirable or in the event that the Loan Trustee shall have been requested to do so in writing by a Majority in Interest of Noteholders, the Loan Trustee and, upon the written request of the Loan Trustee, the Company, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Loan Trustee may act on behalf of the Company under this Section 8.02(c) when and to the extent it could so act under Section 8.02(a) hereof. In any case, the Company may remove an additional or separate trustee in the manner set forth in Section 8.01.

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.

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 88.02. 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 Company shall not have taken any action requested of it under this Section 8.02(a) that is required by its terms within 15 days of a written request from the Loan Trustee to do so, or if an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Company, and, to the extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) shall become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(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 8.8.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company's consent. If an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02 (a) without the concurrence of the Company, and the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent

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 89.02. If the Owner shall not have taken any action requested of it under this Section 9.02(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 9.02(a) without the concurrence of the Owner, and the Owner 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 9.02(a) in either of such contingencies. The Mortgagee TRUST INDENTURE 16-1 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 9.02(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 9.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Mortgagee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Agreement to the Mortgagee shall be promptly paid over by it to the Mortgagee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Mortgagee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Mortgagee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting, and the Mortgagee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 9.02 shall be subject to, and shall have the benefit of Articles V through IX and Article XI hereof insofar as they apply to the Mortgagee. The powers of any additional or separate trustee appointed pursuant to this Section 9.02 shall not in any case exceed those of the Mortgagee hereunder. (c) If at any time the Mortgagee shall deem it no longer necessary or in order to conform to any such Law or take any such action or shall be advised by such counsel that it is no longer so necessary or desirable in the interest of the Note Holders, or in the event that the Mortgagee shall have been requested to do so in writing by a Majority in Interest of Note Holders, the Mortgagee and, upon the written request of the Mortgagee, the Owner, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Mortgagee may act on behalf of the Owner under this Section 9.02(c) when and to the extent it could so act under Section 9.02(a) hereof. TRUST INDENTURE 16-1

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 hereunder, in any such case with such powers with respect to the affected series of all Securities as may be provided in such indenture supplemental hereto, and to vest in such bank, trust company or person as such additional trustee or separate trustee, as the case may be, any part property, title, right, power, duty or obligation of the Trustee with respect to the affected series of Securities deemed necessary or advisable by the Trustee, subject to the provisions of this Section 7.14 below set forth. In the event the Company shall not have joined in the execution of such indenture supplemental hereto within ten days after the receipt of a written request from the Trustee so to do, or in case an Event of Default with respect to the particular series of Securities shall occur and be continuing, the Trustee may act under the foregoing provisions of this Section 7.14 without the concurrence of the Company; and the Company hereby appoints the Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 7.14 in either of such contingencies. The Trustee may execute, deliver and perform any deed, conveyance, assignment or other instrument in writing as may be required by any additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or powers with respect to the affected series of Securities conveyed or conferred to or 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. Any supplemental indenture executed pursuant to the provisions of this Section 7.14 shall conform to the provisions of the Trust Indenture EstateAct of 1939 as in effect as of the date of such supplemental indenture. Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act, and the Trustee shall act with resect to a particular series of Securities, subject to the following provisions and conditions: (1) the Securities of such series shall be authenticated by the Trustee and all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of moneys shall be exercised solely by the Trustee; (2) all other rights, powers, duties and obligations with respect to the Securities of such series conferred or imposed upon the Trustee and such additional trustee or separate trustee or any of them shall be conferred or imposed upon and exercised or performed by the Trustee and such additional trustee or trustees and separate trustee or trustees jointly, except to the extent that, under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in each case with which event such rights, powers, duties and obligations consistent with this Trust Indenture as respect to the Securities of such series shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (3) no power hereby given to, or with respect to which it is hereby provided may be provided exercised by, any such additional trustee or separate trustee with respect to a particular series of Securities shall be exercised hereunder by such additional trustee or separate trustee except with the consent of the Trustee; and (4) No trustee with respect to a particular series of Securities hereunder shall be personally liable by reason of any act or omission of any other trustee with respect to such series of Securities hereunder. If at any time the Trustee shall deem it no longer necessary or prudent in order to conform to any such law or shall be advised by counsel that it is no longer so necessary or prudent in the interest of the Holders of Securities of any series or in the event that the Trustee shall have been requested to do so in writing by the Holders of a majority in principal amount at Stated Maturity of the Securities of such series at the time outstanding, the Trustee and the Company shall execute and deliver an indenture supplemental indenture or hereto and all other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem and agreements necessary or advisableproper to remove any additional trustee or separate trustee with respect to such series. In the event that the Company shall not have joined in the execution of such indenture supplemental hereto, instruments and agreements, the Trustee may act on behalf of the Company to the same extent provided above. Any additional trustee or (2) separate trustee with respect to clarifyany series of Securities may at any time by an instrument in writing constitute the Trustee, add its agents or attorney-in-fact with full power and authority, to the extent which may be authorized by law, to do all acts and things and exercise all discretions which it is authorized or subtract from permitted to do or exercise with respect to such series, for and in its behalf and in its name. In case any such additional trustee or separate trustee shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations theretofore granted any of such additional trustee or separate trustee with respect to such series, as the case may be, so far as permitted by law, shall vest in and be exercised by the Trustee, without the appointment of a new successor to such additional trustee or separate trustee unless and until a successor with respect to such series is appointed in the manner hereinbefore provided. Any request, approval or consent in writing by the Trustee to any additional trustee or separate trustee of any series of Securities shall be sufficient warrant to such additional trustee or separate trustee, subject in each as the case may be, to take such action with respect to the remaining provisions particular series of this Securities as may be so requested, approved or consented to. (a) (except to the extent that reference therein is made to its eligibility under Section 8.7.09), (b), (c) and (d), 6.02, 6.07, 7.01, 7.06 and 7.13; PROVIDED, HOWEVER, that no resignation of an additional or separate trustee pursuant to Section 7.10 hereof shall be conditioned in any sense whatever upon the appointment of a successor to such trustee. ARTICLE EIGHT

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 8.8.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company's -51- 57

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 89.02. If the Owner shall not have taken any action requested of it under this Section 9.02(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 9.02(a) without the concurrence of the Owner, and the Owner 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 9.02(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 9.02(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 9.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Mortgagee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Agreement to the Mortgagee shall be promptly paid over by it to the Mortgagee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Mortgagee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Mortgagee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting,

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 88.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Company, and, to the extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) becomes incapable of acting, resigns or is removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a). 82 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Documents to the Loan Trustee shall be promptly paid over by it to the Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders the Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and the Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Articles IV, V, VI, VIII, IX and X insofar as they apply to the Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of the Loan Trustee. (c) If at any time the Loan Trustee deems it no longer necessary or desirable or in the event that the Loan Trustee has been requested to do so in writing by a Majority in Interest of Noteholders, the Loan Trustee and, upon the written request of the Loan Trustee, the Company, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Loan Trustee may act on behalf of the Company under this Section 8.02(c) when and to the extent it could so act under Section 8.02(a). In any case, the Company may remove an additional or separate trustee in the manner set forth in Section 8.01.

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 89.

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.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.other

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 89.

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 88.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company's consent. If an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Company, and the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) shall become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Documents to the Loan Trustee shall be promptly paid over by it to the Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders the Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and the Loan Trustee's own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Articles IV, V, VI, VIII, IX and X hereof insofar as they apply to the Loan Trustee. The powers of 62 any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of the Loan Trustee hereunder. (c) If at any time the Loan Trustee shall deem it no longer necessary or desirable or in the event that the Loan Trustee shall have been requested to do so in writing by a Majority in Interest of Noteholders, the Loan Trustee and, upon the written request of the Loan Trustee, the Company, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Loan Trustee may act on behalf of the Company under this Section 8.02(c) when and to the extent it could so act under Section 8.02(a) hereof. In any case, the Company may remove an additional or separate trustee in the manner set forth in Section 8.01.

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 89.02. If the Owner shall not have taken any action requested of it under this Section 9.02(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 9.02(a) without the concurrence of the Owner, and the Owner 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 9.02(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 9.02(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 9.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Mortgagee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Agreement to the Mortgagee shall be promptly paid over by it to the Mortgagee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Mortgagee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Mortgagee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting, and the Mortgagee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 9.02 shall be subject to, and shall have the benefit of Articles V through IX and Article XI hereof insofar as they apply to the Mortgagee. The powers of any additional or separate trustee appointed pursuant to this Section 9.02 shall not in any case exceed those of the Mortgagee hereunder.

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 89.02. If the Owner shall not have taken any action requested of it under TRUST INDENTURE 12-1 this Section 9.02(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 9.02(a) without the concurrence of the Owner, and the Owner 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 9.02(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 9.02(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 9.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Mortgagee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Agreement to the Mortgagee shall be promptly paid over by it to the Mortgagee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Mortgagee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Mortgagee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting, and the Mortgagee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 9.02 shall be subject to, and shall have the benefit of Articles V through IX and Article XI hereof insofar as they apply to the Mortgagee. The powers of any additional or separate trustee appointed pursuant to this Section 9.02 shall not in any case exceed those of the Mortgagee hereunder. (c) If at any time the Mortgagee shall deem it no longer necessary or in order to conform to any such Law or take any such action or shall be advised by such counsel that it is no longer so necessary or desirable in the interest of the Note Holders, or in the event that the Mortgagee shall have been requested to do so in writing by a Majority in Interest of Note Holders, the Mortgagee and, upon the written request of the Mortgagee, the Owner, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Mortgagee may act on behalf of the Owner under this Section 9.02(c) when and to the extent it could so act under Section 9.02(a) hereof. TRUST INDENTURE 12-1

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 89.02. If the Owner shall not have taken any action requested of it under this Section 9.02(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 9.02(a) without the concurrence of the Owner, and the Owner 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 9.02(a) in either of such contingencies. The Mortgagee TRUST INDENTURE 13-1 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 9.02(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 9.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Mortgagee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Agreement to the Mortgagee shall be promptly paid over by it to the Mortgagee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Mortgagee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Mortgagee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting, and the Mortgagee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 9.02 shall be subject to, and shall have the benefit of Articles V through IX and Article XI hereof insofar as they apply to the Mortgagee. The powers of any additional or separate trustee appointed pursuant to this Section 9.02 shall not in any case exceed those of the Mortgagee hereunder. (c) If at any time the Mortgagee shall deem it no longer necessary or in order to conform to any such Law or take any such action or shall be advised by such counsel that it is no longer so necessary or desirable in the interest of the Note Holders, or in the event that the Mortgagee shall have been requested to do so in writing by a Majority in Interest of Note Holders, the Mortgagee and, upon the written request of the Mortgagee, the Owner, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Mortgagee may act on behalf of the Owner under this Section 9.02(c) when and to the extent it could so act under Section 9.02(a) hereof. TRUST INDENTURE 13-1

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 8.02. 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 Company shall not have taken any action requested of it under this Section 8.02(a) that is required (a) without the concurrence of the Company, and the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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.

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 89.02. If the Owner shall not have taken any action requested of it under this Section 9.02(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 9.02(a) without the concurrence of the Owner, and the Owner 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 9.02(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 9.02(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 9.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Mortgagee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Agreement to the Mortgagee shall be promptly paid over by it to the Mortgagee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Mortgagee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Mortgagee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting, TRUST INDENTURE 2023-1 55 and the Mortgagee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 9.02 shall be subject to, and shall have the benefit of Articles V through IX and Article XI hereof insofar as they apply to the Mortgagee. The powers of any additional or separate trustee appointed pursuant to this Section 9.02 shall not in any case exceed those of the Mortgagee hereunder.

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 88.03. 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). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Mortgagee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Trust Indenture Estate or TABLE OF CONTENTS otherwise payable under any Operative Agreement to the Mortgagee shall be promptly paid over by it to the Mortgagee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Mortgagee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Trust Indenture Estate in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Mortgagee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting, and the Mortgagee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.03 shall be subject to, and shall have the benefit of Articles IV through VIII and Article X hereof insofar as they apply to the Mortgagee. The powers of any additional or separate trustee appointed pursuant to this Section 8.03 shall not in any case exceed those of the Mortgagee hereunder. (c) If at any time the Mortgagee shall deem it no longer necessary or in order to conform to any such Law or take any such action or shall be advised by such counsel that it is no longer so necessary or desirable in the interest of the Note Holders, or in the event that the Mortgagee shall have been requested to do so in writing by a Majority in Interest of Note Holders, the Mortgagee and, upon the written request of the Mortgagee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Mortgagee may act on behalf of the Owner Trustee under this Section 8.03(c) when and to the extent it could so act under Section 8.03(a) hereof.

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 8.02. If no Event of Default has occurred and is continuing, no additional 62 (a) without the concurrence of the Company, and the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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.

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.duties,

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 hereunder, in any such case with such powers with respect to the affected series of all Securities as may be provided in such indenture supplemental hereto, and to vest in such bank, trust company or person as such additional trustee or separate trustee, as the case may be, any part property, title, right or power of the Trustee with respect to the affected series of Securities deemed necessary or advisable by the Trustee, subject to the provisions of this Section 7.14 below set forth. In the event the Company shall not have joined in the execution of such indenture supplemental hereto within ten days after the receipt of a written request from the Trustee so to do, or in case an Event of Default with respect to the particular series of Securities shall occur and be continuing, the Trustee may act under the foregoing provisions of this Section 7.14 without the concurrence of the Company; and the Company hereby appoints the Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 7.14 in either of such contingencies. The Trustee may execute, deliver and perform any deed, conveyance, assignment or other instrument in writing as may be required by any additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or powers with respect to the affected series of Securities conveyed or 49 42 conferred to or 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. Any supplemental indenture executed pursuant to the provisions of this Section 7.14 shall conform to the provisions of the Trust Indenture EstateAct of 1939 as in effect as of the date of such supplemental indenture. Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act, and the Trustee shall act with respect to a particular series of Securities, subject to the following provisions and conditions: (1) the Securities of such series shall be authenticated by the Trustee and all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of moneys, shall be exercised solely by the Trustee; (2) all other rights, powers, duties and obligations with respect to the Securities of such series conferred or imposed upon the Trustee and such additional trustee or separate trustee or any of them shall be conferred or imposed upon and exercised or performed by the Trustee and such additional trustee or trustees and separate trustee or trustees jointly, except to the extent that, under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in each case with which event such rights, powers, duties and obligations consistent with this Trust Indenture as respect to the Securities of such series shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (3) no power hereby given to, or with respect to which it is hereby provided 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 advisableexercised by, or (2) to clarify, add to or subtract from the rights, powers, duties and obligations theretofore granted any such additional trustee or separate trusteetrustee with respect to a particular series of Securities shall be exercised hereunder by such additional trustee or separate trustee except with the consent of the Trustee; and (4) no trustee with respect to a particular series of Securities hereunder shall be personally liable by reason of any act or omission of any other trustee with respect to such series of Securities hereunder. If at any time the Trustee shall deem it no longer necessary or prudent in order to conform to any such law or shall be advised by counsel that it is no longer so necessary or prudent in the interest of the Holders of Securities of any series or in the event that the Trustee shall have been requested to do so in writing by the Holders of a majority in principal amount at Stated Maturity of the Securities of such series at the time outstanding, subject the Trustee and the Company shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional trustee or separate trustee with respect to such series. In the event that the Company shall not have joined in each case to the remaining provisions execution of this Section 8.such indenture

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 88.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Company, and, to the extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) becomes incapable of acting, resigns or is removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Documents to the Loan Trustee shall be promptly paid over by it to the Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders the Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and the Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Articles IV, V, VI, VIII, IX and X insofar as they apply to the Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of the Loan Trustee. (c) If at any time the Loan Trustee deems it no longer necessary or desirable or in the event that the Loan Trustee has been requested to do so in writing by a Majority in Interest of Noteholders, the Loan Trustee and, upon the written request of the Loan Trustee, the Company, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Loan Trustee may act on behalf of the Company under this Section 8.02(c) when and to the extent it could so act under Section 8.02(a). In any case, the Company may remove an additional or separate trustee in the manner set forth in Section 8.01.

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 8(ss.)

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 89.02. If the Owner shall not have taken any action requested of it under this Section 9.02(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 9.02(a) without the concurrence of the Owner, and the Owner 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 9.02(a) in either of such contingencies. The Mortgagee TRUST INDENTURE 14-1 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 9.02(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 9.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Mortgagee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Agreement to the Mortgagee shall be promptly paid over by it to the Mortgagee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Mortgagee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Mortgagee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting, and the Mortgagee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 9.02 shall be subject to, and shall have the benefit of Articles V through IX and Article XI hereof insofar as they apply to the Mortgagee. The powers of any additional or separate trustee appointed pursuant to this Section 9.02 shall not in any case exceed those of the Mortgagee hereunder. (c) If at any time the Mortgagee shall deem it no longer necessary or in order to conform to any such Law or take any such action or shall be advised by such counsel that it is no longer so necessary or desirable in the interest of the Note Holders, or in the event that the Mortgagee shall have been requested to do so in writing by a Majority in Interest of Note Holders, the Mortgagee and, upon the written request of the Mortgagee, the Owner, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Mortgagee may act on behalf of the Owner under this Section 9.02(c) when and to the extent it could so act under Section 9.02(a) hereof. TRUST INDENTURE 14-1

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.of

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 88.02. 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 shall not have taken any action requested of it under this Section 8.02(a) that is required by its terms within 15 days of a written request from the Loan Trustee to do so, or if an Indenture Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Owner, and, to the extent permitted by applicable law, the Owner hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) shall become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Financing Agreements to the Loan Trustee shall be promptly paid over by it to the Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders the Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and the Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Article IV, Article V, Article VI, Article VIII, Article IX and Article X hereof insofar as they apply to the Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of the Loan Trustee hereunder. (c) If at any time the Loan Trustee shall deem it no longer necessary or desirable for an additional or separate trustee to be appointed hereunder or in the event that the Loan Trustee shall have been requested to do so in writing by a Majority in Interest of Noteholders, the Loan Trustee and, upon the written request of the Loan Trustee, the Owner, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or advisable to remove any additional or separate trustee. The Loan Trustee may act on behalf of the Owner under this Section 8.02(c) when and to the extent it could so act under Section 8.02(a) hereof. In any case, the Owner may remove an additional or separate trustee in the manner set forth in Section 8.01.

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 powers as may be provided in such supplemental indenture, and to vest in such bank, trust company or Person as 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 to the remaining provisions of this Section 9.9. In the event the Owner Trustee shall not have joined in the execution of such supplemental indenture within 10 days after the receipt of a written request from a Majority Interest of Noteholders to do so, or in case an Indenture Event of Default shall occur and be continuing, the Indenture Trustee may act under the foregoing provisions of this Section 9.9 without the concurrence of the Owner Trustee; and the Owner Trustee hereby makes, constitutes and appoints the Indenture Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 9.9 in either of such contingencies. The Indenture Trustee may execute, deliver and perform any deed, conveyance, assignment or other instrument in writing as may be required by any additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or power that by the terms of such supplemental indenture are expressed to be conveyed or, conferred to or upon such additional trustee or separate trustee 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 not itself execute and deliver the same within 10 days after receipt by it of such request so to do or in case an Indenture Event of Default shall occur and be continuing. (b) Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act as and be such and the Indenture Trustee shall act as and be such, subject to the following provisions and conditions, namely, (i) all powers, duties, obligations and rights conferred upon the Indenture Trustee in respect of the receipt, custody and payment of moneys shall be exercised solely by the Indenture Trustee; (ii) the powers, duties, obligations and rights hereby conferred or imposed upon the Indenture Trustee shall be conferred or imposed and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such additional trustee or trustees and separate trustee or trustees jointly, as shall be provided in the instrument appointing such additional trustee or trustees and separate trustee or trustees, or with consent of, Indenture Trustee, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations consistent with this Trust shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; and (iii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder. (c) If at any time the Indenture as may Trustee shall deem it no longer necessary or prudent in order to conform to any such law or shall be provided advised by an Opinion of Counsel that it is no longer so necessary or prudent in such the interest of the Noteholders, or if a Majority Interest of Noteholders shall in writing so request, the Indenture Trustee and the Owner Trustee shall execute and deliver an indenture supplemental indenture or hereto and all other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem and agreements necessary or advisableproper to remove any additional trustee or separate trustee. In the event that the Owner Trustee shall not have joined in the execution of such instruments and documents within 10 days after receipt by it of such request so to do or if an Indenture or Indenture Default shall have occurred and be continuing, the Indenture Trustee may act on behalf of the Owner Trustee to the same extent provided above. (d) Any additional trustee or (2) separate trustee may at any time by an instrument in writing constitute the Indenture Trustee its or his agent or attorney-in-fact, with full power and authority, to clarifythe extent permitted by Applicable Laws, add to do all acts and things and exercise all discretion that it or subtract from he is authorized or permitted to do or exercise, for and in its or his behalf and in its or his name. In case any such additional trustee or separate trustee shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations theretofore granted any of such additional trustee or separate trustee, subject in each as the case may be, to the remaining provisions extent permitted by Applicable Laws, shall vest in and be exercised by the Indenture Trustee, without the appointment of a new successor to such additional trustee or separate trustee unless and until a successor is appointed in the manner hereinbefore provided. (e) Any request, approval or consent in writing by the Indenture Trustee to any additional trustee or separate trustee shall be sufficient warrant to such additional trustee or separate trustee, as the case may be, to take such action as may be so requested, approved or consented to. (f) Each additional trustee and separate trustee appointed pursuant to this Section 9.9 shall be subject to, and shall have the benefit of any provision hereof insofar as it applies to the Indenture Trustee. (g) Notwithstanding any other provision of this Section 89.9, the powers of any additional trustee or separate trustee appointed pursuant to this Section 9.9 shall not in any case exceed those of the Indenture Trustee hereunder. (h) All costs and expenses in connection with any additional trustee or separate trustee appointed pursuant to this Section 9.9 shall be charged against the Indenture Estate to the extent not paid by the Lessee pursuant to the Participation Agreement.

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.any

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 hereunder, in any such case with such powers with respect to the affected series of all Securities as may be provided in such indenture supplemental hereto, and to vest in such bank, trust company or person as such additional trustee or separate trustee, as the case may be, any part property, title, right or power of the Trustee with respect to the affected series of Securities deemed necessary or advisable by the Trustee, subject to the provisions of this Section below set forth. In the event the Company shall not have joined in the execution of such indenture supplemental hereto within ten days after the receipt of a written request from the Trustee so to do, or in case an Event of Default with respect to the particular series of Securities shall occur and be continuing, the Trustee may act under the foregoing provisions of this Section without the concurrence of the Company; and the Company hereby appoints the Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section in either of such contingencies. The Trustee may execute, deliver and perform any deed, conveyance, assignment or other instrument in writing as may be required by any additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or powers with respect to the affected series of Securities conveyed or conferred to or 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. Any supplemental indenture executed pursuant to the provisions of this Section shall conform to the provisions of the Trust Indenture EstateAct of 1939 as in effect as of the date of such supplemental indenture. Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act, and the Trustee shall act with respect to a particular series of Securities, subject to the following provisions and conditions: (1) the Securities of such series shall be authenticated by the Trustee and all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of moneys, shall be exercised solely by the Trustee; (2) all other rights, powers, duties and obligations with respect to the Securities of such series conferred or imposed upon the Trustee and such additional trustee or separate trustee or any of them shall be conferred or imposed upon and exercised or performed by the Trustee and such additional trustee or trustees and separate trustee or trustees jointly, except to the extent that, under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in each case with which event such rights, powers, duties and obligations consistent with this Trust Indenture as respect to the Securities of such series shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees (3) no power hereby given to, or with respect to which it is hereby provided may be provided exercised by, any such additional trustee or separate trustee with respect to a particular series of Securities shall be exercised hereunder by such additional trustee or separate trustee except with the consent of the Trustee; and (4) no trustee with respect to a particular series of Securities hereunder shall be personally liable by reason of any act or omission of any other trustee with respect to such series of Securities hereunder. If at any time the Trustee shall deem it no longer necessary or prudent in order to conform to any such law or shall be advised by counsel that it is no longer so necessary or prudent in the interest of the Holders of Securities of any series or in the event that the Trustee shall have been requested to do so in writing by the Holders of a majority in principal amount of the Securities of such series then Outstanding, the Trustee and the Company shall execute and deliver an indenture supplemental indenture or hereto and all other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem and agreements necessary or advisableproper to remove any additional trustee or separate trustee with respect to such series. In the event that the Company shall not have joined in the execution of such indenture supplemental hereto, instruments and agreements, the Trustee may act on behalf of the Company to the same extent provided above. Any additional trustee or (2) separate trustee with respect to clarifyany series of Securities may at any time by an instrument in writing constitute the Trustee its agent or attorney-in-fact, add with full power and authority, to the extent which may be authorized by law, to do all acts and things and exercise all discretions which it is authorized or subtract from permitted to do or exercise with respect to such series, for and in its behalf and in its name. In case any such additional trustee or separate trustee shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations theretofore granted any of such additional trustee or separate trustee with respect to such series, as the case may be, so far as permitted by law, shall vest in and be exercised by the Trustee, without the appointment of a new successor to such additional trustee or separate trustee unless and until a successor with respect to such series is appointed in the manner hereinbefore provided. Any request, approval or consent in writing by the Trustee to any additional trustee or separate trustee of any series of Securities shall be sufficient warrant to such additional trustee or separate trustee, subject in each as the case may be, to take such action with respect to the remaining provisions particular series of this Securities as may be so requested, approved or consented to. (a) (except to the extent that reference therein is made to its eligibility under Section 87.10) and (b), 6.03, 7.01,7.02,7.09 and 7.14; provided, however, that no resignation of an additional or separate trustee pursuant to Section 7.11 hereof shall be conditioned in any sense whatever upon the appointment of a successor to such trustee.

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 88.02. 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 Company shall not have taken any action requested of it under this Section 8.02(a) that is required Indenture and Security Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] by its terms within 15 days of a written request from the Loan Trustee to do so, or if an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Company, and, to the extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) shall become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 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 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 88.03. If the Owner (a) without the concurrence of the Owner Trustee; and the Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) the Indenture 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 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 removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Indenture Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.03(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Indenture Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Trust Indenture Estate or otherwise payable under any Operative Document to the Indenture Trustee shall be promptly paid over by it to the Indenture Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Indenture Trustee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Indenture Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Trust Indenture Estate in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Indenture Trustee or a Majority in Interest of Certificate Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Indenture Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and Indenture Trustee's own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.03 shall be subject to, and shall have the benefit of Articles IV through VIII and Article X hereof insofar as they apply to the Indenture Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.03 shall not in any case exceed those of the Indenture Trustee hereunder. (c) If at any time the Indenture Trustee shall deem it no longer necessary or desirable in order to conform to any such law or take any such action or shall be advised by such counsel that it is no longer so necessary or desirable in the interest of the Certificate Holders, or in the event that the Indenture Trustee shall have been requested to do so in writing by a Majority in Interest of Certificate Holders, the Indenture Trustee and, upon the written request of the Indenture Trustee, the Owner Trustee, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Indenture Trustee may act on behalf of the Owner Trustee under this Section 8.03(c) when and to the extent it could so act under Section 8.03(a) hereof.

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 89.

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 hereunder, in any such case with such powers with respect to the affected series of all Securities as may be provided in such indenture supplemental hereto, and to vest in such bank, trust company or Person as such additional trustee or separate trustee, as the case may be, any part property, title, right or power of the Trustee with respect to the affected series of Securities deemed necessary or advisable by the Trustee, subject to the provisions of this Section below set forth. In the event the Company shall not have joined in the execution of such indenture supplemental hereto within ten days after the receipt of a written request from the Trustee so to do, or in case an Event of Default with respect to the particular series of Securities shall occur and be continuing, the Trustee may act under the foregoing provisions of this Section without the concurrence of the Company; and the Company hereby appoints the Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section in either of such contingencies. The Trustee may execute, deliver and perform any deed, conveyance, assignment or other instrument in writing as may be required by any additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or powers with respect to the affected series of Securities conveyed or conferred to or 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. Any supplemental indenture executed pursuant to the provisions of this Section shall conform to the provisions of the Trust Indenture EstateAct as in effect as of the date of such supplemental indenture. Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act, and the Trustee shall act with respect to a particular series of Securities, subject to the following provisions and conditions: (1) the Securities of such series shall be authenticated by the Trustee and all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of moneys, shall be exercised solely by the Trustee; (2) all other rights, powers, duties and obligations with respect to the Securities of such series conferred or imposed upon the Trustee and such additional trustee or separate trustee or any of them shall be conferred or imposed upon and exercised or performed by the Trustee and such additional trustee or trustees and separate trustee or trustees jointly, except to the extent that, under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in each case with which event such rights, powers, duties and obligations consistent with this Trust Indenture as respect to the Securities of such series shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (3) no power hereby given to, or with respect to which it is hereby provided may be provided exercised by, any such additional trustee or separate trustee with respect to a particular series of Securities shall be exercised hereunder by such additional trustee or separate trustee except with the consent of the Trustee; and (4) no trustee with respect to a particular series of Securities hereunder shall be personally liable by reason of any act or omission of any other trustee with respect to such series of Securities hereunder. If at any time the Trustee shall deem it no longer necessary in order to conform to any such law or shall be advised by counsel that it is no longer so necessary in the interest of the Holders of Securities of any series or in the event that the Trustee shall have been requested to do so in writing by the Holders of a majority in principal amount of the Securities of such series then Outstanding, the Trustee and the Company shall execute and deliver an indenture supplemental indenture or hereto and all other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem and agreements necessary or advisableproper to remove any additional trustee or separate trustee with respect to such series. In the event that the Company shall not have joined in the execution of such indenture supplemental hereto, instruments and agreements, the Trustee may act on behalf of the Company to the same extent provided above. Any additional trustee or (2) separate trustee with respect to clarifyany series of Securities may at any time by an instrument in writing constitute the Trustee its agent or attorney-in-fact, add with full power and authority, to the extent which may be authorized by law, to do all acts and things and exercise all discretions which it is authorized or subtract from permitted to do or exercise with respect to such series, for and in its behalf and in its name. In case any such additional trustee or separate trustee shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations theretofore granted any of such additional trustee or separate trustee with respect to such series, as the case may be, so far as permitted by law, shall vest in and be exercised by the Trustee, without the appointment of a new successor to such additional trustee or separate trustee unless and until a successor with respect to such series is appointed in the manner hereinbefore provided. Any request, approval or consent in writing by the Trustee to any additional trustee or separate trustee of any series of Securities shall be sufficient warrant to such additional trustee or separate trustee, subject in each as the case may be, to take such action with respect to the remaining provisions particular series of this Securities as may be so requested, approved or consented to. (a) (except to the extent that reference therein is made to its eligibility under Section 87.10) and (b), 6.03, 7.01, 7.02, 7.09 and 7.14; provided, however, that no resignation of an additional or separate trustee pursuant to Section 7.11 hereof shall be conditioned in any sense whatever upon the appointment of a successor to such trustee.

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.supplemental

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 88.02. 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 shall not have taken any action requested of it under this Section 8.02(a) that is required by its terms within 15 days of a written request from the Loan Trustee to do so, or if an Indenture Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Owner, and, to the extent permitted by applicable law, the Owner hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) shall become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a). Indenture and Security Agreement (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Financing Agreements to the Loan Trustee shall be promptly paid over by it to the Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders the Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and the Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Article IV, Article V, Article VI, Article VIII, Article IX and Article X hereof insofar as they apply to the Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of the Loan Trustee hereunder. (c) If at any time the Loan Trustee shall deem it no longer necessary or desirable for an additional or separate trustee to be appointed hereunder or in the event that the Loan Trustee shall have been requested to do so in writing by a Majority in Interest of Noteholders, the Loan Trustee and, upon the written request of the Loan Trustee, the Owner, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or advisable to remove any additional or separate trustee. The Loan Trustee may act on behalf of the Owner under this Section 8.02(c) when and to the extent it could so act under Section 8.02(a) hereof. In any case, the Owner may remove an additional or separate trustee in the manner set forth in Section 8.01. Indenture and Security Agreement

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.

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.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 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 88.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Company, and, to the extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) becomes incapable of acting, resigns or is removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Documents to the Loan Trustee shall be promptly paid over by it to the Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders the Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and the Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Articles IV, V, VI, VIII, IX and X insofar as they apply to the Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of the Loan Trustee. (c) If at any time the Loan Trustee deems it no longer necessary or desirable or in the event that the Loan Trustee has been requested to do so in writing by a Majority in Interest of Noteholders, the Loan Trustee and, upon the written request of the Loan Trustee, the Company, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Loan Trustee may act on behalf of the Company under this Section 8.02(c) when and to the extent it could so act under Section 8.02(a). In any case, the Company may remove an additional or separate trustee in the manner set forth in Section 8.01.

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 8.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company's consent. If an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02 (a) without the concurrence of the Company, and the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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.

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 hereunder, in any such case with such powers with respect to the affected series of all Securities as may be provided in such indenture supplemental hereto, and to vest in such bank, trust company or Person as such additional trustee or separate trustee, as the case may be, any part property, title, right or power of the Trustee with respect to the affected series of Securities deemed necessary or advisable by the Trustee, subject to the provisions of this Section below set forth. In the event the Company shall not have joined in the execution of such indenture supplemental hereto within ten days after the receipt of a written request from the Trustee so to do, or in case an Event of Default with respect to the particular series of Securities shall occur and be continuing, the Trustee may act under the foregoing provisions of this Section without the concurrence of the Company; and the Company hereby appoints the Trustee its agent and attorney-in-fact to act for it under the foregoing provisions of this Section in either of such contingencies. The Trustee may execute, deliver and perform any deed, conveyance, assignment or other instrument in writing as may be required by any additional trustee or separate trustee for more fully and certainly vesting in and confirming to it any property, title, right or powers with respect to the affected series of Securities conveyed or conferred to or 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. Any supplemental indenture executed pursuant to the provisions of this Section shall conform to the provisions of the Trust Indenture EstateAct as in effect as of the date of such supplemental indenture. Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act, and the Trustee shall act with respect to a particular series of Securities, subject to the following provisions and conditions: (1) the Securities of such series shall be authenticated by the Trustee and all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of moneys, shall be exercised solely by the Trustee; (2) all other rights, powers, duties and obligations with respect to the Securities of such series conferred or imposed upon the Trustee and such additional trustee or separate trustee or any of them shall be conferred or imposed upon and exercised or performed by the Trustee and such additional trustee or trustees and separate trustee or trustees jointly, except to the extent that, under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in each case with which event such rights, powers, duties and obligations consistent with this Trust Indenture as respect to the Securities of such series shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (3) no power hereby given to, or with respect to which it is hereby provided may be provided exercised by, any such additional trustee or separate trustee with respect to a particular series of Securities shall be exercised hereunder by such additional trustee or separate trustee except with the consent of the Trustee; and (4) no trustee with respect to a particular series of Securities hereunder shall be personally liable by reason of any act or omission of any other trustee with respect to such series of Securities hereunder. If at any time the Trustee shall deem it no longer necessary in order to conform to any such law or shall be advised by counsel that it is no longer so necessary in the interest of the Holders of Securities of any series or in the event that the Trustee shall have been requested to do so in writing by the Holders of a majority in principal amount of the Securities of such series then Outstanding, the Trustee and the Company shall execute and deliver an indenture supplemental indenture or hereto and all other instruments as the Mortgagee or a Majority in Interest of Note Holders may deem and agreements necessary or advisableproper to remove any additional trustee or separate trustee with respect to such series. In the event that the Company shall not have joined in the execution of such indenture supplemental hereto, instruments and agreements, the Trustee may act on behalf of the Company to the same extent provided above. Any additional trustee or (2) separate trustee with respect to clarifyany series of Securities may at any time by an instrument in writing constitute the Trustee its agent or attorney-in-fact, add with full power and authority, to the extent which may be authorized by law, to do all acts and things and exercise all discretions which it is authorized or subtract from permitted to do or exercise with respect to such series, for and in its behalf and in its name. In case any such additional trustee or separate trustee shall die, become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations theretofore granted any of such additional trustee or separate trustee with respect to such series, as the case may be, so far as permitted by law, shall vest in and be exercised by the Trustee, without the appointment of a new successor to such additional trustee or separate trustee unless and until a successor with respect to such series is appointed in the manner hereinbefore provided. Any request, approval or consent in writing by the Trustee to any additional trustee or separate trustee of any series of Securities shall be sufficient warrant to such additional trustee or separate trustee, subject in each as the case may be, to take such action with respect to the remaining provisions particular series of this Securities as may be so requested, approved or consented to. (a) (except to the extent that reference therein is made to its eligibility under Section 87.10) and (b), 6.03, 7.01, 7.02, 7.09 and 7.14; provided, however, that no resignation of an additional or separate trustee pursuant to Section 7.11 hereof shall be conditioned in any sense whatever upon the appointment of a successor to such trustee.

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.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 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 88.02. 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 Company shall not have taken any action requested of it under this Section 8.02(a) that is required by its terms within 15 days of a written request from the Loan Trustee to do so, or if an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Company, and, to the extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) shall become incapable of acting, resign or be removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Documents to the Loan Trustee shall be promptly paid over by it to the Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders the Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and the Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Article IV, Article V, Article VI, Article VIII, Article IX and Article X hereof insofar as they apply to the Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of the Loan Trustee hereunder. (c) If at any time the Loan Trustee shall deem it no longer necessary or desirable or in the event that the Loan Trustee shall have been requested to do so in writing by a Majority in Interest of Noteholders, the Loan Trustee and, upon the written request of the Loan Trustee, the Company, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Loan Trustee may act on behalf of the Company under this Section 8.02(c) when and to the extent it could so act under

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 no Indenture Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without Owner Trustee's consent. If an Indenture Event of Default shall have occurred and be continuing, Loan Trustee may act under the foregoing provisions of this Section 8.03(a) without the concurrence of Owner Trustee, and Owner Trustee hereby irrevocably appoints (which appointment is coupled with an interest) Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.03(a). 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.

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 remaining (a) without the concurrence of the Owner, and the Owner 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 89.02(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 9.02(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 9.02(a). (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Mortgagee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Agreement to the Mortgagee shall be promptly paid over by it to the Mortgagee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Mortgagee and such additional or separate trustee jointly except to the extent that applicable Law of any jurisdiction in which any particular act is to be performed renders the Mortgagee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Mortgagee or a Majority in Interest of Note Holders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Mortgagee shall be liable for the consequences of its lack of reasonable care in selecting, and the Mortgagee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 9.02 shall be subject to, and shall have the benefit of Articles V through IX and Article XI hereof insofar as they apply to the Mortgagee. The powers of any additional or separate trustee appointed pursuant to this Section 9.02 shall not in any case exceed those of the Mortgagee hereunder. (c) If at any time the Mortgagee shall deem it no longer necessary or in order to conform to any such Law or take any such action or shall be advised by such counsel that it is no longer so necessary or desirable in the interest of the Note Holders, or in the event that the Mortgagee shall have been requested to do so in writing by a Majority in Interest of Note Holders, the Mortgagee and, upon the written request of the Mortgagee, the Owner, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Mortgagee may act on behalf of the Owner under this Section 9.02(c) when and to the extent it could so act under Section 9.02(a) hereof.

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 88.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without the Company’s consent. If an Event of Default shall have occurred and be continuing, the Loan Trustee may act under the foregoing provisions of this Section 8.02(a) without the concurrence of the Company, and, to the extent permitted by applicable law, the Company hereby irrevocably appoints (which appointment is coupled with an interest) the Loan Trustee as its agent and attorney-in-fact to act for it under the foregoing provisions of this Section 8.02(a). The 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 8.02(a) becomes incapable of acting, resigns or is removed, all the assets, property, rights, powers, trusts, duties and obligations of such additional or separate trustee shall revert to the Loan Trustee until a successor additional or separate trustee is appointed as provided in this Section 8.02(a). Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] (b) No additional or separate trustee shall be entitled to exercise any of the rights, powers, duties and obligations conferred upon the Loan Trustee in respect of the custody, investment and payment of monies and all monies received by any such additional or separate trustee from or constituting part of the Collateral or otherwise payable under any Operative Documents to the Loan Trustee shall be promptly paid over by it to the Loan Trustee. All other rights, powers, duties and obligations conferred or imposed upon any additional or separate trustee shall be exercised or performed by the Loan Trustee and such additional or separate trustee jointly except to the extent that applicable law of any jurisdiction in which any particular act is to be performed renders the Loan Trustee incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations (including the holding of title to all or part of the Collateral in any such jurisdiction) shall be exercised and performed by such additional or separate trustee. No additional or separate trustee shall take any discretionary action except on the instructions of the Loan Trustee or a Majority in Interest of Noteholders. No trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder, except that the Loan Trustee shall be liable for the consequences of its lack of reasonable care in selecting, and the Loan Trustee’s own actions in acting with, any additional or separate trustee. Each additional or separate trustee appointed pursuant to this Section 8.02 shall be subject to, and shall have the benefit of Articles IV, V, VI, VIII, IX and X insofar as they apply to the Loan Trustee. The powers of any additional or separate trustee appointed pursuant to this Section 8.02 shall not in any case exceed those of the Loan Trustee. (c) If at any time the Loan Trustee deems it no longer necessary or desirable or in the event that the Loan Trustee has been requested to do so in writing by a Majority in Interest of Noteholders, the Loan Trustee and, upon the written request of the Loan Trustee, the Company, shall execute and deliver an indenture supplemental hereto and all other instruments and agreements necessary or proper to remove any additional or separate trustee. The Loan Trustee may act on behalf of the Company under this Section 8.02(c) when and to the extent it could so act under Section 8.02(a). In any case, the Company may remove an additional or separate trustee in the manner set forth in Section 8.01.

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 8.9.02. If the Owner shall not have taken any action requested of it under this Section 9.02(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 9.02(a) without the concurrence of the Owner, and the Owner 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 9.02(a) in either of such contingencies. The Mortgagee

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 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 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 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 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 separate trustee, subject in each case to the remaining provisions of this Section 8.

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 8.8.02. If no Event of Default has occurred and is continuing, no additional or supplemental trustee shall be appointed without Company's consent. If an Event of Default shall have occurred and be

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.remaining

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 8.(S)