Common use of Certain Rights of Owner Trustee and Owner Participant Clause in Contracts

Certain Rights of Owner Trustee and Owner Participant. (a) Subject to Section 13.01 hereof, without the consent of a Majority in Interest of Certificate Holders, the respective parties to the Indenture Documents may not modify, amend or supplement any of said agreements, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided, however, that the actions specified in subsection (b) of this Section 8.01 may be taken without the consent of the Indenture Trustee or any Holder. (b) Subject to the provisions of subsection (c) of this Section 8.01, the respective parties to the Indenture Documents, at any time and from time to time, without the consent of the Indenture Trustee or of any Holder, may: (1) so long as no Indenture Event of Default shall have occurred and be continuing, modify, amend or supplement the Lease, or give any waiver with respect thereto, except that without compliance with subsection (a) of this Section 8.01 the parties to the Lease shall not modify, amend or supplement, or give any waiver for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Lease as in effect on the effective date hereof: Article 2 (provided that, if in respect of the Term, the result thereof would not be to shorten the Term of the Lease to a period shorter than the period ending with the Maturity of any Certificate), Section

Certain Rights of Owner Trustee and Owner Participant. Notwithstanding any other provisions of this Indenture, including the Granting Clause, but subject always to the final paragraph of this Section 5.10, the following rights shall be reserved to the Owner Trustee or Owner Participant, as the case may be (as separate and independent rights) to the extent described herein: (a) Subject to Section 13.01 hereofthe Owner Trustee or the Owner Participant may, without the consent of a Majority the Indenture Trustee, demand, collect, sue xxx or otherwise obtain all amounts included in Interest Excepted Payments from the Lessee, exercise any election or option or make any decision or determination or give or receive any notice, consent, waiver or approval in respect of Certificate Holders, any Excepted Payment and seek legal or equitable remedies to require the respective parties Lessee to maintain the insurance coverage referred to in Section 12 of the Lease (or the comparable Trust Indenture 75 - 70 - provisions of any Assigned Sublease) and such specific performance of the covenants of the Lessee under the Lease (or the comparable provisions of any Assigned Sublease) relating to the Indenture Documents may protection, maintenance, possession and use of the Aircraft; provided, that the rights referred to in this clause (a) shall not modifybe deemed to include the exercise of any remedies provided for in Section 18 of the Lease (or the comparable provisions of any Assigned Sublease) other than the right to proceed by appropriate court action, amend either at law or supplement any in equity, to enforce payment by the Lessee of said agreements, such amounts included in Excepted Payments or give any consent, waiver, authorization performance by the Lessee of such insurance covenant or approval thereunder, to recover damages for the purpose breach thereof or for specific performance of adding any provisions to covenant of the Lessee; (i) the Indenture Trustee shall not, without the consent of the Owner Trustee, enter into, execute and deliver amendments or changing modifications in any manner or eliminating respect of any of the provisions thereof of the Lease, any Assigned Sublease or any Sublease Assignment and (ii) unless an Indenture Event of Default and an Indenture Trustee Event shall have occurred and be continuing, the Indenture Trustee shall not, without the consent of the Owner Trustee, which consent shall not be withheld if no right or interest of the Owner Trustee or the Owner Participant shall be materially diminished or impaired thereby, (A) enter into, execute and deliver waivers or consents in respect of any of the provisions of the Lease, any Assigned Sublease or any Sublease Assignment, or (B) approve any accountants, engineers, appraisers or counsel as satisfactory to render services for or issue opinions to the Owner Trustee pursuant to the Operative Documents; provided that, whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee's consent shall be required with respect to any waivers or consents in respect of any of the provisions of Section 6, 12 or 16 of the Lease, or of modifying in any manner other Section of the Lease to the extent such action shall affect (y) the amount or timing of, or the right to enforce payment of any Excepted Payment or (z) the amount or timing of any amounts payable by the Lessee under the Lease as originally executed (or as subsequently modified with the consent of the Owner Trustee) which, absent the occurrence and continuance of an Indenture Event of Default hereunder, would be distributable to the Owner Trustee under Article III hereof; (c) at all times whether or not an Indenture Event of Default has occurred and is continuing, the Owner Trustee and the Owner Participant shall have the right, together with the Indenture Trustee, (i) to receive from the Lessee or any Permitted Sublessee all notices, certificates, reports, filings, opinions of counsel and other documents Trust Indenture 76 - 71 - and all information which any thereof is permitted or required to give or furnish to the Owner Trustee pursuant to any Operative Document (including pursuant to Section 10 of the Lease), (ii) to exercise inspection rights pursuant to Section 7 of the Lease, (iii) to retain all rights with respect to insurance maintained for its own account which Section 12 of the Lease specifically confers on the Owner Participant and (iv) to exercise, to the extent necessary to enable it to exercise its rights under Section 4.03 hereof, the rights of the respective parties thereunderOwner Trustee under Section 21(d) of the Lease and to give notices of default under Section 17 of the Lease; providedand (d) except as expressly provided to the contrary in clauses (a), however, that the actions specified in subsection (b) and (c) above, so long as no Indenture Event of this Section 8.01 Default has occurred and is continuing, all rights (including options, elections, determinations, consents, approvals, waivers and the giving of notices) of the Owner Trustee and the Owner Participant under the Lease shall be exercised by the Owner Trustee and/or the Owner Participant, as the case may be taken be, to the exclusion of the Indenture Trustee and any Note Holder and without the consent of the Indenture Trustee or any Note Holder. (b) Subject to ; provided that the provisions of subsection (c) foregoing shall not, nor shall any other provision of this Section 8.015.10, the respective parties limit (A) any rights separately and expressly granted to the Indenture Documents, at Trustee or any time and from time to timeNote Holder under the Lease or the other Operative Documents (including, without limitation, Section 15 of the consent Refunding Agreement) or (B) the right of the Indenture Trustee or of any Holder, may: Note Holder to receive any funds to be delivered to the Owner Trustee under the Lease (1) so long as no Indenture Event of Default shall have occurred and be continuing, modify, amend or supplement the Lease, or give any waiver except with respect thereto, except that without compliance with subsection (a) to Excepted Payments). Notwithstanding the foregoing provisions of this Section 8.01 the parties 5.10, but subject always to the Lease shall not modify, amend or supplement, or give any waiver for the purpose of adding any provisions Section 10.05 hereof and to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunderOwner Participant under Sections 2.12 and 4.03 hereof, with respect the Indenture Trustee shall at all times have the right, to the following provisions exclusion of the Owner Trustee and the Owner Participant, to (A) demand, collect, sue xxx or otherwise receive and enforce the payment of all Rent due and payable under the Lease as in effect on the effective date hereof: Article 2 (provided thatother than any thereof constituting an Excepted Payment or Excepted Right), if in respect of the Term, the result thereof would not be to shorten the Term of (B) declare the Lease to a period shorter be in default under Section 18 thereof and (C) subject only to the provisions of Sections 4.03 and 4.04(a) hereof, exercise the remedies set forth in such Section 18 (other than the period ending in connection with the Maturity of any Certificate), SectionExcepted Payments) and in Article IV hereof.

Certain Rights of Owner Trustee and Owner Participant. (a) Subject to Section 13.01 hereof and the provisions of paragraph (a) immediately following the Granting Clause hereof, without the consent of a Majority in Interest of Certificate Holders, the respective parties to the Indenture Documents may not modify, amend or supplement any of said agreements, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided, however, that the actions specified in subsection (b) of this Section 8.01 may be taken without the consent of the Indenture Trustee or any Holder. (b) Subject to the provisions of subsection (c) of this Section 8.01, the Lessor and the respective parties to the Indenture Documents, at any time and from time to time, without the consent of the Indenture Trustee or of any Holder, may: (1) so long as no Indenture Event of Default shall have occurred and be continuing, modify, amend or supplement the Lease, or give any waiver with respect thereto, except that without compliance with subsection (a) of this Section 8.01 the parties to the Lease shall not modify, amend or supplement, or give any waiver for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Lease as in effect on the effective date hereof: Article 2 (provided that, if except in respect of the Term, if the result thereof would not be to shorten the Term of the Lease to a period shorter than the period ending with the Maturity of any Certificate), Section

Certain Rights of Owner Trustee and Owner Participant. (a) Subject to Except as provided in paragraph (a) immediately following the Granting Clause hereof and in Section 13.01 hereof, without the consent of a Majority in Interest of Certificate Holders, the respective parties to the Indenture Documents Owner Trustee may not modify, amend or supplement any of said agreementsthe Indenture Documents, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided, however, that -------- ------- the actions specified in subsection (b) of this Section 8.01 may be taken without the consent of the Indenture Trustee or any Holder. (b) Subject to the provisions of subsection (c) of this Section 8.01, the respective parties to the Indenture DocumentsOwner Trustee, at any time and from time to time, without the consent of the Indenture Trustee or of any Holder, may: (1) so long as no Indenture Event of Default shall have occurred and be continuing, modify, amend or supplement the Lease, or give any waiver consent, waiver, authorization or approval with respect thereto, except that without compliance with subsection (a) of this Section 8.01 the parties to the Lease Owner Trustee shall not modify, amend or supplement, or give any waiver for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Lease as in effect on the effective date hereof: Article 2 Sections 2, 3(c) (provided thatexcept to the extent such Section relates to amounts payable (whether directly or pursuant to this Indenture) to Persons other than Holders, if each Liquidity Provider, the Subordination Agent and the Indenture Trustee in respect its individual capacity), 3(e) (except insofar as it relates to the address or account information of the Term, Owner Trustee or the result thereof would not be to shorten the Term of the Lease to a period shorter than the period ending with the Maturity of any CertificateIndenture Trustee), Section3(f), 3(g), 4, 6 (except in order to increase the Lessee's liabilities or enhance the Lessor's or the Owner Participant's rights thereunder), 8 (except that additional requirements may be imposed on the Lessee), 9 (except for Section 9(f) and except that additional insurance requirements may be imposed on the Lessee), 10, 11

Certain Rights of Owner Trustee and Owner Participant. (a) Subject to Section 13.01 hereof and the provisions of paragraph (a) immediately following the Granting Clause hereof, without the consent of a Majority in Interest of Certificate Holders, the respective parties to the Indenture Documents may not modify, amend or supplement any of said agreements, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided, however, that the actions specified in subsection (b) of this Section 8.01 8.01, the actions specified in Section 2.18 hereof, and the amendments contemplated by Section 2.03 of the Participation Agreement (subject to the limitations set forth therein) may be taken without the consent of the Indenture Trustee or any Holder. (b) Subject to the provisions of subsection (c) of this Section 8.01, the Lessor and the respective parties to the Indenture Documents, at any time and from time to time, without the consent of the Indenture Trustee or of any Holder, may: (1) so long as no Indenture Event of Default shall have occurred and be continuing, modify, amend or supplement the Lease, or give any waiver with respect thereto, except that without compliance with subsection (a) of this Section 8.01 the parties to the Lease shall not modify, amend or supplement, or give any waiver for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Lease as in effect on the effective date hereof: Sections 2, 3(c) (except to the extent such Section relates to amounts payable (whether directly or pursuant to this Indenture) to Persons other than Holders, each Liquidity Provider, the Subordination Agent and the Indenture Trustee in its individual capacity), 3(e), 3(f) (except insofar as it relates to the address or account information of the Owner Trustee or the Indenture Trustee) (other than as such Sections 3(c), 3(e) and 3(f) may be amended pursuant to Section 3(d) of the Lease as in effect on the effective date hereof), 3(g) (except that further restrictions may be imposed on the Lessee), 4, 6, 8, 10 (except in order to increase the Lessee's liabilities or enhance the Lessor's rights thereunder), 11 (except that additional requirements may be imposed on the Lessee), 12 (except for Section 12(e) and except that additional insurance requirements may be imposed on the Lessee), 14 (except to impose additional or more stringent Events of Default), 15 (except to impose additional remedies), 20 (except to impose additional requirements on the Lessee), 23(f), and 26, and any definition of terms used in the Lease, to the extent that any modification of such definition would result in a modification of the Lease not permitted pursuant to this subsection (b); provided that the parties to the Lease may take any such action without the consent of the Indenture Trustee or any Holder to the extent such action relates to the payment of amounts constituting, or the Owner Trustee's, the Owner Participant's or the Lessee's rights or obligations with respect to, Excepted Payments (other than the place, time and manner of payment of any portion of Basic Rent constituting an Excepted Payment); (2) modify, amend or supplement the Trust Agreement and any other Indenture Document (other than the Lease and the Participation Agreement), or give any consent, waiver, authorization or approval with respect thereto, in each case only to the extent any such action shall not materially adversely impact the interests of the Holders; (3) modify, amend or supplement the Participation Agreement, or give any consent, waiver, authorization or approval with respect thereto, except that without compliance with subsection (a) of this Section 8.01 the parties to the Participation Agreement shall not modify, amend or supplement, or give any consent, waiver, authorization or approval for the purpose of adding provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Participation Agreement as in effect on the effective date hereof: Article 2 6 and Section 10.01(b) (insofar as such Article 6 and Section 10.01(b) relate to the Indenture Trustee, the Pass-Through Trustee and the Holders), Article 7 and Sections 3.05, 15.01, 17.02 and 17.10 and Articles 8 and 9 (insofar as such Articles relate to the Indenture Trustee; it being understood that only the Indenture Trustee's consent in respect thereof need be obtained) and any definition of terms used in the Participation Agreement, to the extent that any modification of such definition would result in a modification of the Participation Agreement not permitted pursuant to this subsection (b); and (4) modify, amend or supplement any of said agreements in order to cure any ambiguity, to correct or supplement any provisions thereof which may be defective or inconsistent with any other provision thereof or of any provision of this Indenture, or to make any other provision with respect to matters or questions arising thereunder or under this Indenture which shall not be inconsistent with the provisions of this Indenture, provided thatthe making of any such other provision shall not adversely affect the interests of the Holders. (c) No modification, amendment, supplement, consent, waiver, authorization or approval with respect to the Lease or the Participation Agreement, whether effected pursuant to subsection (a) or pursuant to subsection (b) of this Section 8.01 and anything in such subsections or elsewhere in this Indenture to the contrary notwithstanding, shall, without the consent of the Holder of each Outstanding Certificate affected thereby, and each Liquidity Provider, (1) modify, amend or supplement the Lease in such a way as to extend the time of payment of Basic Rent or Stipulated Loss Value or Supplemental Rent payable to the Holders or any Liquidity Provider or any other amounts payable for the account of the Holders or any Liquidity Provider (subject in any event to Section 3(e) of the Lease) upon the occurrence of an Event of Loss or Termination Value and any other amounts payable for the account of the Holders (subject in any event to Section 3(e) of the Lease) upon termination of the Lease with respect to the Aircraft payable under, or as provided in, the Lease as in effect on the effective date hereof, or reduce the amount of any installment of Basic Rent or Supplemental Rent so that the same is less than the payment of principal of, and interest on the Certificates and Make-Whole Premium, if any, and amounts due to each Liquidity Provider, as the case may be, to be made from such installment of Basic Rent or Supplemental Rent, or reduce the aggregate amount of Stipulated Loss Value, or any other amounts payable under, or as provided in, the Lease as in effect on the date of the Indenture Supplement upon the occurrence of an Event of Loss so that the same is less than the accrued interest on and the principal as of the Loss Payment Date, of the Certificates at the time Outstanding or reduce the amount of Termination Value and any other amounts payable under, or as provided in, the Lease as in effect on the date of the Indenture Supplement upon termination of the Lease with respect to the Aircraft so that the same is less than the accrued interest on and principal as of the Lease Termination Date and Make-Whole Premium, if any, of Certificates at the time Outstanding, or (2) modify, amend or supplement the Lease in such a way as to, or consent to any assignment of the Lease or give any consent, waiver, authorization or approval which would, release the Lessee from its absolute and unconditional obligations in respect of payment of Basic Rent or Supplemental Rent, or Stipulated Loss Value and any other amounts payable for the Termaccount of the Holders (subject in any event to Section 3(e) of the Lease) upon the occurrence of an Event of Loss, or Termination Value and any other amounts payable for the account of the Holders (subject in any event to Section 3(e) of the Lease) with respect to the Aircraft, payable under, or as provided in, the result Lease as in effect on the date of the Indenture Supplement, except for any such assignment pursuant to Section 2.12 hereof, and except as provided in the Lease as in effect on the date of the Indenture Supplement. (d) At all times so long as this Indenture is in effect, the consent of the Owner Trustee (at the direction of the Owner Participant) shall be required in order (i) to amend, modify or supplement the Lease or any other Operative Document to which the Owner Trustee is a party or to waive compliance by the Lessee with any of its obligations thereunder and (ii) to grant any consent requested under the Lease. Notwithstanding the foregoing, but subject always to the provision of Section 15.05 hereof, the Indenture Trustee shall at all times have the right, to the exclusion of the Owner Trustee and the Owner Participant, to (A) declare the Lease to be in default under Section 15 (other than with respect to Excepted Payments) thereof would not be and (B) subject only to shorten the Term provisions of this Indenture, exercise the remedies set forth in Section 15 of the Lease (other than in connection with Excepted Payments) and in Article 7 hereof. Nothing in this Indenture shall be deemed to a period shorter than prohibit the period ending with Owner Participant or the Maturity of Owner Trustee from making demand on the Lessee for, or from commencing an action at law to obtain the payment of, or from receiving payment of, any CertificateExcepted Payment; provided, however, that if the Owner Trustee is proceeding under the Lease, the Owner Trustee shall proceed pursuant to Section 15(a)(5), Sectionand only Section 15(a)(5), of the Lease.

Certain Rights of Owner Trustee and Owner Participant. (a) Subject to Except as provided in paragraph (a) immediately following the Granting Clause hereof and in Section 13.01 hereof, without the consent of a Majority in Interest of Certificate Holders, the respective parties to the Indenture Documents may not modify, amend or supplement any of said agreements, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided, however, that the actions specified in subsection (b) of this Section 8.01 may be taken without the consent of the Indenture Trustee or any Holder. (b) Subject to the provisions of subsection (c) of this Section 8.01, the Lessor and the respective parties to the Indenture Documents, at any time and from time to time, without the consent of the Indenture Trustee or of any Holder, may: (1) so long as no Indenture Event of Default shall have occurred and be continuing, modify, amend or supplement the Lease, or give any waiver consent, waiver, authorization or approval with respect thereto, except that without compliance with subsection (a) of this Section 8.01 the parties to the Lease shall not modify, amend or supplement, or give any waiver for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Lease as in effect on the effective date hereof: Article 2 Sections 2, 3(c) (provided thatexcept to the extent such Section relates to amounts payable (whether directly or pursuant to this Indenture) to Persons other than Holders, if each Liquidity Provider, the Subordination Agent and the Indenture Trustee in respect its individual capacity), 3(e) (except insofar as it relates to the address or account information of the Term, Owner Trustee or the result thereof would not be to shorten the Term of the Lease to a period shorter than the period ending with the Maturity of any CertificateIndenture Trustee), Section3(f), 3(g), 4, 6 (except in order to increase the Lessee's liabilities or enhance the Lessor's or the Owner Participant's rights thereunder), 8 (except that additional requirements may be imposed on the Lessee), 9 (except for Section 9(f) and except that additional insurance requirements may be imposed on the Lessee), 10, 11

Certain Rights of Owner Trustee and Owner Participant. (a) Subject to Except as provided in paragraph (a) immediately following the Granting Clause hereof and in Section 13.01 hereof, without the consent of a Majority in Interest of Certificate Holders, the respective parties to the Indenture Documents may not modify, amend or supplement any of said agreements, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided, however, that the actions specified in subsection (b) of this Section 8.01 may be taken without the consent of the Indenture Trustee or any Holder. (b) Subject to the provisions of subsection (c) of this Section 8.01, the Lessor and the respective parties to the Indenture Documents, at any time and from time to time, without the consent of the Indenture Trustee or of any Holder, may: (1) so long as no Indenture Event of Default shall have occurred and be continuing, modify, amend or supplement the Lease, or give any waiver with respect thereto, except that without compliance with subsection (a) of this Section 8.01 the parties to the Lease shall not modify, amend or supplement, or give any waiver for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Lease as in effect on the effective date hereof: Article 2 (provided that, if in respect of the Term, the result thereof would not be to shorten the Term of the Lease to a period shorter than the period ending with the Maturity of any Certificate), Sectionthe

Certain Rights of Owner Trustee and Owner Participant. (a) Subject to Except as provided in paragraph (a) immediately following the Granting Clause hereof and in Section 13.01 hereof, without the consent of a Majority in Interest of Certificate Holders, the respective parties to the Indenture Documents Owner Trustee may not modify, amend or supplement any of said agreementsthe Indenture Documents, or give any consent, waiver, authorization or approval thereunder, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder; provided, however, that -------- ------- the actions specified in subsection (b) of this Section 8.01 may be taken without the consent of the Indenture Trustee or any Holder. (b) Subject to the provisions of subsection (c) of this Section 8.01, the respective parties to the Indenture DocumentsOwner Trustee, at any time and from time to time, without the consent of the Indenture Trustee or of any Holder, may: (1) so long as no Indenture Event of Default shall have occurred and be continuing, modify, amend or supplement the Lease, or give any waiver consent, waiver, authorization or approval with respect thereto, except that without compliance with subsection (a) of this Section 8.01 the parties to the Lease Owner Trustee shall not modify, amend or supplement, or give any waiver for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions thereof or of modifying in any manner the rights of the respective parties thereunder, with respect to the following provisions of the Lease as in effect on the effective date hereof: Article 2 Sections 2, 3(c) (provided that, if in respect of except to the Term, the result thereof would not be extent such Section relates to shorten the Term of the Lease amounts payable (whether directly or pursuant to a period shorter this Indenture) to Persons other than the period ending with the Maturity of any Certificate), SectionHolders,