Common use of Representations, Warranties and Covenants of WTC Clause in Contracts

Representations, Warranties and Covenants of WTC. Section 5.01. Representations, Warranties and Covenants of WTC 19 Section 6.01. Other Agreements 22 Section 6.02. Certain Covenants of the Company 24 Section 7.01. Notices 27 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 27 Section 7.03. Governing Law 28 Section 7.04. Severability 28 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 28 Section 7.06. Effect of Headings and Table of Contents 28 Section 7.07. Successors and Assigns 28 Section 7.08. Benefits of Agreement 28 Section 7.09. Counterparts 29 Section 7.10. Submission to Jurisdiction 29 Section 7.11. No Petition 29 Section 7.12. Section 1110 30 Section 7.13. No Waiver 31 Section 7.14. Further Assurances 31 Schedule I - Certain Terms Schedule II - Equipment Notes, Purchasers and Original Principal Amounts Schedule III - Trust Supplements Exhibit A - Form of Opinion of Counsel for the Company Exhibit B - Form of Opinion of Special Counsel for the Loan Trustee, the Pass Through Trustees, the Subordination Agent and WTC Exhibit C - Form of Opinion of Special FAA Counsel Exhibit D - Form of Manufacturer’s Consent Annex A - Definitions This PARTICIPATION AGREEMENT ([Reg. No.]) (“Agreement”), dated as of , 20 2, is made by and among AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements in effect as of the date hereof (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such capacity, together with any successor trustee in such capacity, the “Loan Trustee”) under the Indenture.

Representations, Warranties and Covenants of WTC. Section 5.01. Representations, Warranties and Covenants of WTC 19 18 Section 6.01. Other Agreements 22 21 Section 6.02. Certain Covenants of the Company 24 23 Section 7.01. Notices 27 26 Section 7.02. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 27 26 Section 7.03. Governing Law 28 26 Section 7.04. Severability 28 27 Section 7.05. No Oral Modifications or Continuing Waivers; Consents 28 27 Section 7.06. Effect of Headings and Table of Contents 28 27 Section 7.07. Successors and Assigns 28 27 Section 7.08. Benefits of Agreement 28 27 Section 7.09. Counterparts 29 28 Section 7.10. Submission to Jurisdiction 29 28 Section 7.11. No Petition 29 28 Section 7.12. Section 1110 30 29 Section 7.13. No Waiver 31 29 Section 7.14. Further Assurances 31 29 Schedule I - Certain Terms Schedule II - Equipment Notes, Purchasers and Original Principal Amounts Schedule III - Trust Supplements Exhibit A - Form of Opinion of Counsel for the Company Exhibit B - Form of Opinion of Special Counsel for the Loan Trustee, the Pass Through Trustees, the Subordination Agent and WTC Exhibit C - Form of Opinion of Special FAA Counsel Exhibit D - Form of Manufacturer’s Consent Annex A - Definitions This PARTICIPATION AGREEMENT ([Reg. No.]) (“Agreement”), dated as of , 20 2, is made by and among AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements in effect as of the date hereof (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such capacity, together with any successor trustee in such capacity, the “Loan Trustee”) under the Indenture.

Representations, Warranties and Covenants of WTC. Section 5.01. Representations, Warranties and Covenants of WTC 19 WTC. 23 Section 6.01. Other Agreements 22 Section 6.02Fees and Expenses. Certain Covenants of the Company 24 26 Section 7.01. Notices Effective Time. 27 Section 7.02. Ratification and Agreements; Direction. 27 Section 7.03. Survival of Representations, Warranties, Indemnities, Covenants and Agreements Agreements. 27 Section 7.03. Governing Law 28 Section 7.04. Severability Governing Law. 28 Section 7.05. Severability. 28 Section 7.06. No Oral Modifications or Continuing Waivers; Consents Consents. 28 Section 7.067.07. Effect of Headings and Table of Contents 28 Section 7.07Contents. Successors and Assigns 28 Section 7.08. Benefits of Agreement Successors and Assigns. 28 Section 7.09. Counterparts 29 Benefits of Agreement. 28 Section 7.10. Submission to Jurisdiction 29 Counterparts. 28 Section 7.11. No Petition Submission to Jurisdiction. 29 Section 7.12. Section 1110 30 Section 7.13. No Waiver 31 Section 7.14. Further Assurances 31 Schedule I - Certain Terms Amended Schedule II - II: Equipment Notes, Purchasers and Original Principal Amounts Schedule III II - Amended Schedule III: Trust Supplements Exhibit A - Form of First Indenture Amendment Exhibit B - Form of Opinion of Counsel for the Company Exhibit B C - Form of Opinion of Special Regulatory Counsel for the Company Exhibit D - Form of Opinion of Special Delaware Counsel for the Company Exhibit E - Form of Opinion of Special Counsel for the Loan Trustee, the Pass Through Trustees, the Subordination Agent and WTC Exhibit C F - Form of Opinion of Special FAA Counsel Exhibit D - Form of Manufacturer’s Consent Annex A - Definitions This FIRST AMENDMENT TO PARTICIPATION AGREEMENT ([Reg. No.]) (this “AgreementAmendment”), dated as of July 8, 20 22016, is made by and among AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements in effect as of the date hereof (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such capacity, together with any successor trustee in such capacity, the “Loan Trustee”) under the Indenture.

Representations, Warranties and Covenants of WTC. Section 5.01. Representations, Warranties and Covenants of WTC 19 24 Section 6.01. Other Agreements 22 Section 6.02. Certain Covenants of the Company 24 Fees and Expenses 27 Section 7.01. Notices Effective Time 27 Section 7.02. Ratification and Agreements; Direction 28 Section 7.03. Survival of Representations, Warranties, Indemnities, Covenants and Agreements 27 28 Section 7.037.04. Governing Law 28 Section 7.047.05. Severability 28 29 Section 7.057.06. No Oral Modifications or Continuing Waivers; Consents 28 29 Section 7.067.07. Effect of Headings and Table of Contents 28 29 Section 7.077.08. Successors and Assigns 28 29 Section 7.087.09. Benefits of Agreement 28 Section 7.09. Counterparts 29 Section 7.10. Counterparts 30 Section 7.11. Submission to Jurisdiction 29 Section 7.11. No Petition 29 Section 7.12. Section 1110 30 Section 7.13. No Waiver 31 Section 7.14. Further Assurances 31 Schedule I - Certain Terms Amended Schedule II - II: Equipment Notes, Purchasers and Original Principal Amounts Schedule III II - Amended Schedule III: Trust Supplements Exhibit A - Form of First Indenture Amendment Exhibit B - Form of Opinion of Counsel for the Company Exhibit B C - Form of Opinion of Special Regulatory Counsel for the Company Exhibit D - Form of Opinion of Special Delaware Counsel for the Company Exhibit E - Form of Opinion of Special Counsel for the Loan Trustee, the Pass Through Trustees, the Subordination Agent and WTC Exhibit C F - Form of Opinion of Special FAA Counsel Exhibit D - Form of Manufacturer’s Consent Annex A - Definitions This FIRST AMENDMENT TO PARTICIPATION AGREEMENT ([Reg. No.]) (this “AgreementAmendment”), dated as of October 5, 20 22017, is made by and among AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the “Company”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements in effect as of the date hereof (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such capacity, together with any successor trustee in such capacity, the “Loan Trustee”) under the Indenture.