Form of Participation Agreement



 Exhibit 4.9 
 CONFIDENTIAL: SUBJECT TO RESTRICTIONS ON DISSEMINATION 
 SET
FORTH IN SECTION 6 OF THIS AGREEMENT 
 PARTICIPATION AGREEMENT [NXXXUA] 
 Dated as of [DATE] 
 among 
 UNITED AIR LINES, INC., 
 Owner, 
 and 
 WILMINGTON TRUST COMPANY, 
 not in its individual
capacity except as expressly provided herein, 
 but solely as Mortgagee, Subordination Agent under the 
 Intercreditor Agreement and Pass Through Trustee under 
 each of the Pass Through Trust Agreements 
 One [Boeing][Airbus] Model [MODEL #]
Aircraft 
 Bearing Manufacturer’s Serial No. [MSN] and U.S. Registration No. [NXXXUA] 
 Vedder Price P.C. 
 Chicago, Illinois 







 TABLE OF CONTENTS 
  

							
	 	  	 	  	 	  	Page
	 SECTION 1.
	  	DEFINITIONS AND CONSTRUCTION	  	2
			
	 SECTION 2.
	  	SECURED LOANS; CLOSING	  	2
			
	 2.1
	  	Making of Loans and Issuance of Equipment Notes	  	2
			
	 2.2
	  	Closing	  	2
			
	 SECTION 3.
	  	CONDITIONS PRECEDENT	  	2
			
	 3.1
	  	Conditions Precedent to Obligations of the Pass Through Trustees	  	2
			
	 3.2
	  	Conditions Precedent to the Obligations of Owner	  	5
			
	 SECTION 4.
	  	REPRESENTATIONS AND WARRANTIES	  	7
			
	 4.1
	  	Owner’s Representations and Warranties	  	7
				
		  	4.1.1	  	Organization; Qualification	  	7
				
		  	4.1.2	  	Corporate Authorization	  	7
				
		  	4.1.3	  	No Violation	  	7
				
		  	4.1.4	  	Approvals	  	7
				
		  	4.1.5	  	Valid and Binding Agreements	  	8
				
		  	4.1.6	  	Registration and Recordation	  	8
				
		  	4.1.7	  	Location	  	8
				
		  	4.1.8	  	No Event of Loss	  	8
				
		  	4.1.9	  	Compliance With Laws	  	8
				
		  	4.1.10	  	Securities Laws	  	9
				
		  	4.1.11	  	Broker’s Fees	  	9
				
		  	4.1.12	  	Section 1110	  	9
			
	 4.2
	  	WTC’s Representations and Warranties	  	9
				
		  	4.2.1	  	Organization, Etc	  	9
				
		  	4.2.2	  	Corporate Authorization	  	9
				
		  	4.2.3	  	No Violation	  	9
				
		  	4.2.4	  	Approvals	  	10
				
		  	4.2.5	  	Valid and Binding Agreements	  	10
				
		  	4.2.6	  	Citizenship	  	10
				
		  	4.2.7	  	No Liens	  	10
				
		  	4.2.8	  	Litigation	  	10

  

 i 








 TABLE OF CONTENTS 
 (continued) 
  

							
	 	  	 	  	 	  	Page
		  	4.2.9	  	Securities Laws	  	11
				
		  	4.2.10	  	Investment	  	11
				
		  	4.2.11	  	Taxes	  	11
				
		  	4.2.12	  	Broker’s Fees	  	11
			
	 SECTION 5.
	  	COVENANTS, UNDERTAKINGS AND AGREEMENTS	  	11
			
	 5.1
	  	Covenants of Owner	  	11
				
		  	5.1.1	  	Corporate Existence; U.S. Air Carrier	  	11
				
		  	5.1.2	  	Notice of Change of Location	  	11
				
		  	5.1.3	  	Certain Assurances	  	12
				
		  	5.1.4	  	Securities Laws	  	12
				
		  	5.1.5	  	Notice of Lease	  	13
			
	 5.2
	  	Covenants of WTC	  	13
				
		  	5.2.1	  	Liens	  	13
				
		  	5.2.2	  	Securities Act	  	13
				
		  	5.2.3	  	Performance of Agreements	  	13
				
		  	5.2.4	  	Withholding Taxes	  	13
			
	 5.3
	  	Covenants of Note Holders	  	14
				
		  	5.3.1	  	Withholding Taxes	  	14
				
		  	5.3.2	  	Transfer; Compliance	  	14
				
		  	5.3.3	  	ERISA	  	14
			
	 5.4
	  	Agreements	  	14
				
		  	5.4.1	  	Quiet Enjoyment	  	14
				
		  	5.4.2	  	Consents	  	14
				
		  	5.4.3	  	Insurance	  	14
				
		  	5.4.4	  	Extent of Interest of Note Holders	  	15
				
		  	5.4.5	  	Foreign Registration	  	15
				
		  	5.4.6	  	Interest in Certain Engines	  	17
				
		  	5.4.7	  	Registrations with the International Registry	  	17
			
	 SECTION 6.
	  	CONFIDENTIALITY	  	17
			
	 SECTION 7.
	  	INDEMNIFICATION AND EXPENSES	  	18

  

 ii 








 TABLE OF CONTENTS 
 (continued) 
  

							
	 	  	 	  	 	  	Page
	 7.1
	  	General Indemnity	  	18
				
		  	7.1.1	  	General	  	18
				
		  	7.1.2	  	Exclusions	  	18
				
		  	7.1.3	  	After Tax Basis; Etc	  	19
				
		  	7.1.4	  	Notice and Contest	  	20
				
		  	7.1.5	  	Subrogation; Reimbursement	  	20
			
	 7.2
	  	Transaction Costs	  	21
				
		  	7.2.1	  	Invoices and Payment	  	21
				
		  	7.2.2	  	Payment of Other Expenses	  	21
			
	 SECTION 8.
	  	ASSIGNMENT OR TRANSFER OF INTERESTS	  	21
			
	 8.1
	  	Note Holders	  	21
			
	 8.2
	  	Effect of Transfer	  	22
			
	 SECTION 9.
	  	SECTION 1110	  	22
			
	 SECTION 10.
	  	CHANGE OF CITIZENSHIP	  	22
			
	 10.1
	  	Generally	  	22
			
	 10.2
	  	Mortgagee	  	22
			
	 SECTION 11.
	  	MISCELLANEOUS	  	22
			
	 11.1
	  	Amendments	  	22
			
	 11.2
	  	Severability	  	23
			
	 11.3
	  	Survival	  	23
			
	 11.4
	  	Reproduction of Documents	  	23
			
	 11.5
	  	Counterparts	  	23
			
	 11.6
	  	No Waiver	  	23
			
	 11.7
	  	Notices	  	24
			
	 11.8
	  	Governing Law; Submission to Jurisdiction; Venue	  	24
			
	 11.9
	  	Third Party Beneficiary	  	25
			
	 11.10
	  	Entire Agreement	  	25
			
	 11.11
	  	Further Assurances	  	25

  

 iii 








 SCHEDULES 
  

					
	SCHEDULE 1	  	-	    	Accounts; Addresses
	SCHEDULE 2	  	-	    	Loan Amounts
	SCHEDULE 3	  	-	    	Certain Terms
	SCHEDULE 4	  	-	    	Permitted Countries
	SCHEDULE 5	  	-	    	Pass Through Trusts
			
	EXHIBIT A	  	-	    	Opinion of Corporate Counsel to Owner
	EXHIBIT B	  	-	    	Opinion of Special Counsel to Owner
	EXHIBIT C	  	-	    	Opinion of Special Counsel in Oklahoma City, Oklahoma
	EXHIBIT D	  	-	    	Opinion of Special Counsel to Mortgagee and Pass Through Trustee
	[EXHIBIT E	  	-	    	Opinion of Special French Counsel]1

  

	1	 Insert for Airbus Indentures only. 


  

 iv 








 PARTICIPATION AGREEMENT [NXXXUA] 
  
  
 PARTICIPATION AGREEMENT [NXXXUA], dated as of [DATE] (this “Agreement”), among (a) UNITED AIR LINES,
INC., a Delaware corporation (“Owner”), (b) WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, except as expressly provided herein, but solely as Mortgagee (in its capacity as
Mortgagee, “Mortgagee” and in its individual capacity, “WTC”), (c) WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Pass Through Trustee under
each of the Pass Through Trust Agreements (each, a “Pass Through Trustee”), and (d) WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent under
the Intercreditor Agreement (“Subordination Agent”). 
 RECITALS 
 WHEREAS, Owner is the owner of the [Boeing][Airbus] model [MODEL #] aircraft more particularly described in the initial Trust
Indenture Supplement dated the Closing Date for which it desires to obtain financing; 
 WHEREAS, pursuant to the Trust
Indenture and Mortgage [NXXXUA] dated as of [DATE] (the “Trust Indenture”) between Owner and the Mortgagee, Owner proposes to issue on the Closing Date up to two series of Equipment Notes, which Equipment Notes are to be secured by
the mortgage and security interest in the Aircraft created pursuant to the Trust Indenture by the Owner in favor of the Mortgagee and by the collateral subject to the Related Indentures; 
 WHEREAS, the Series A and Series B Equipment Notes will be issued on the Closing Date to the Subordination Agent as nominee for the
Pass Through Trustee for the applicable Pass Through Trust as evidence of the Owner’s indebtedness to each such Pass Through Trustee; 
 WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of the supplements thereto set forth in Schedule 5 hereto (the “Pass Through Trust Agreements”), on the
Issuance Date separate grantor trusts (collectively, the “Pass Through Trusts” and, individually, a “Pass Through Trust”) will be created to facilitate certain of the transactions contemplated hereby, including,
without limitation, the issuance and sale of credit enhanced pass through certificates pursuant thereto (collectively, the “Pass Through Certificates”) to refinance the Aircraft; and 
 WHEREAS, the proceeds from the issuance and sale of the Pass Through Certificates will be applied by the Pass Through Trustee to
purchase from the Owner, on behalf of each Pass Through Trust, the Series A and Series B Equipment Notes issued under the Trust Indenture. 







 [Participation Agreement [NXXXUA]] 
  
 NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 Section 1. Definitions and Construction. Capitalized terms used but not defined herein (including in the initial
paragraph and Recitals above) shall have the respective meanings set forth or incorporated by reference, and shall be construed and interpreted in the manner described, in Annex A to the Trust Indenture. The “General Provisions” set
forth in Annex A to the Trust Indenture are hereby incorporated as if set forth in full herein. 
 Section 2.
Secured Loans; Closing. 
 2.1 Making of Loans and Issuance of Equipment Notes. Subject to the terms and
conditions of this Agreement, on the date hereof or on such other date agreed to by the parties hereto (the “Closing Date”), each Pass Through Trustee shall make a secured loan to Owner in the amount in Dollars opposite such Pass
Through Trustee’s name on Schedule 2, such loan to be evidenced by one or more Equipment Notes, dated the Closing Date, issued to the Subordination Agent as the registered holder on behalf of each such Pass Through Trustee for the related
Pass Through Trust by Owner in accordance with this Agreement and the Trust Indenture of the Series set forth opposite such Pass Through Trustee’s name on Schedule 2, in an aggregate principal amount equal to the amount of the secured loan made
by each such Pass Through Trustee. 
 In addition, the Owner shall have the option after the Cut-off Date (as defined in the
Note Purchase Agreement) to redeem and reissue Series B Equipment Notes and to issue from time to time Additional Series Equipment Notes, subject to the terms of the Indenture and the Intercreditor Agreement. If Series B or Additional Series
Equipment Notes are so reissued or issued after the Cut-off Date, the Note Holder of such Equipment Notes, if it is not a party hereto, shall be entitled to execute a counterpart to this Agreement and become a party hereto. 
 2.2 Closing. 
 (a) The Closing shall occur at the offices of Vedder Price P.C., 222 N. LaSalle St., Chicago, Illinois 60601, or such other place as the parties shall agree. 
 (b) All payments pursuant to this Section 2 shall be made in immediately available funds to Owner’s account set forth in Schedule 1 hereto or such other account as directed by Owner.

 Section 3. Conditions Precedent. 
 3.1 Conditions Precedent to Obligations of the Pass Through Trustees. The obligations of each Pass Through Trustee to make the loans
described in Section 2 above and of each Pass Through Trustee and the Mortgagee to enter into the Operative Agreements to which it is a party are subject to the fulfillment to the satisfaction (or waiver) of such party prior to or on the
Closing Date of the following conditions precedent: 
 3.1.1 No change shall have occurred after the date of the execution and
delivery of this Agreement in applicable Law that makes it a violation of Law for (a) the Owner, either Pass Through Trustee, the Mortgagee or the Subordination Agent to execute, deliver and perform the Operative Agreements to which any of them
is a party or (b) either Pass Through Trustee to make the loan contemplated by Section 2.1, to acquire the Equipment Notes or to realize the security afforded by the Indenture. 
  

 2 








 [Participation Agreement [NXXXUA]] 
  
 3.1.2 The Owner shall have tendered the Equipment Notes to the
Mortgagee for authentication and the Mortgagee shall have authenticated such Equipment Notes and shall have tendered the Equipment Notes to the Subordination Agent on behalf of each Pass Through Trustee in accordance with Section 2.1.

 3.1.3 The Subordination Agent, on behalf of each Pass Through Trustee, shall have received executed counterparts or conformed
copies of the following documents: 
 (a) this Agreement; 
 (b) the Financing Statements; 
 (c) the Indenture, the initial Indenture Supplement and the other Financing Agreements; 
 (d) [the Pay-Off Letter and the Release;]2 and 
 (e) [the French Pledge Agreement]3. 
 3.1.4 The Subordination Agent shall have received (A) a copy of the Restated Certificate of Incorporation and Bylaws of the Owner and a
copy of resolutions of the board of directors of the Owner or the executive committee thereof, in each case certified as of the Closing Date by the Secretary or an Assistant Secretary of the Owner, duly authorizing the execution, delivery and
performance by the Owner of this Agreement and each other Operative Agreement required to be executed and delivered by the Owner in accordance with the provisions hereof and thereof and (B) an incumbency certificate of the Owner as to the
person or persons authorized to execute and deliver the Operative Agreements on behalf of the Owner. 
 3.1.5 On the Closing
Date, the representations and warranties of the Owner contained in Section 4.1 hereof and the representations and warranties of the Mortgagee in Section 4.2 hereof shall be true and correct in all material respects as though made on and as
of such date, except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier
date), and the Owner shall have performed and observed, in all material respects, all of the covenants of the Owner in this Agreement and in any other Operative Agreement to which it is a party to be observed or performed by it as of the Closing
Date. 
 3.1.6 On the Closing Date, no event shall have occurred and be continuing, or would result from the transactions
contemplated hereby, which constitutes (or would, with the passage of time or the giving of notice or both, constitute) an Indenture Event of Default under the Indenture. 
  
  

	2	 Insert for Encumbered Aircraft only. 



	3	 Insert for Airbus Aircraft only. 


  

 3 








 [Participation Agreement [NXXXUA]] 
  
 3.1.7 No Event of Loss with respect to the Aircraft shall have
occurred and no circumstance, condition, act or event that, with the giving of notice or lapse of time or both, would give rise to or constitute an Event of Loss with respect to the Aircraft shall have occurred. 
 3.1.8 The Subordination Agent shall have received the following opinions of counsel, in each case, dated the Closing Date and with respect
to such matters and in form and substance reasonably satisfactory to the Subordination Agent: 
 (a) an opinion of the General
Counsel or Assistant General Counsel for the Owner, substantially in the form of Exhibit A; 
 (b) an opinion of Vedder Price
P.C., special aircraft counsel for the Owner, substantially in the form of Exhibit B; 
 (c) an opinion of Lytle
Soulé & Curlee, special counsel in Oklahoma City, Oklahoma, substantially in the form of Exhibit C; 
 (d) an
opinion of Morris James LLP, special counsel for the Mortgagees and the Pass Through Trustees, substantially in the form of Exhibit D; and 
 (e) [an opinion of Clifford Chance, special French counsel for the Owner, with respect to the French Pledge Agreement, substantially in the form of Exhibit E.]4 
 3.1.9 The Subordination Agent shall have received an independent insurance broker’s report, and certificate of insurance, in form and
substance reasonably satisfactory to it, as to the due compliance with the terms of Section 4.06 of the Indenture. 
 3.1.10 On the Closing Date, the Owner shall have good title to the Aircraft, free and clear of all Liens, except for Permitted Liens [and subject to the filing and recordation of the Release with the FAA
and discharge of the International Interest registrations with the International Registry with respect to the International Interests created by the Original Indenture]5. 
 3.1.11 The Mortgagee shall be entitled to the benefits of Section 1110 (as currently in effect) with respect to the right to take possession of the Airframe and Engines and to enforce any of its other rights or remedies as provided in
the Indenture in the event of a case under Chapter 11 of the Bankruptcy Code in which the Owner is a debtor. 
  
  

	4	 Insert for Airbus Aircraft only. 



	5	 Insert for Encumbered Aircraft only. 


  

 4 








 [Participation Agreement [NXXXUA]] 
  
 3.1.12 On the Closing Date, (a) the
Indenture and Indenture Supplement entered into on the Closing Date and each other FAA Filed Document shall have been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the FAA in accordance with the
Act and an AC Form 8050-135 shall have been duly submitted to the FAA, (b) the Subordination Agent shall have received priority search certificates identifying the registration of the International Interests made with the International Registry
with respect to the interest created by the Indenture in the Airframe and the Engines and confirming that no other undischarged registrations have been made with respect to such Airframe or Engines, [except for registrations evidencing the
International Interests of the Original Indenture which will be discharged in accordance with the terms of the Pay-Off Letter,]6 and (c) each Financing Statement shall have been duly filed (or shall be in the process of being so duly filed) in
the State of Delaware. 
 3.1.13 No action or proceeding shall have been instituted, nor shall any action be threatened in
writing, before any Government Entity, nor shall any order, judgment or decree have been issued or proposed to be issued by any Government Entity, to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or any
other Operative Agreement or the transactions contemplated hereby or thereby. 
 3.1.14 All appropriate action required to have
been taken prior to the Closing Date by the FAA, or any governmental or political agency, subdivision or instrumentality of the United States, in connection with the transactions contemplated by this Agreement shall have been taken, and all orders,
permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on the Closing Date in connection with the transactions contemplated by this Agreement and the other Operative Agreements shall have been issued.

 Promptly upon the recording of the Indenture pursuant to the Act and registration and discharge of the International
Interests, the Owner shall cause Lytle Soulé & Curlee, special counsel in Oklahoma City, Oklahoma, to deliver to the Subordination Agent an opinion with respect to such recordation and registration. 
 3.2 Conditions Precedent to the Obligations of Owner. The obligations of Owner to participate in the transactions contemplated hereby
and to enter into the Operative Agreements to which it is a party are all subject to the fulfillment to the satisfaction (or waiver) of Owner prior to or on the Closing Date of the following conditions precedent: 
 3.2.1 Those documents described in Section 3.1.3 shall have been duly authorized, executed and delivered by the respective party or
parties thereto (other than the Owner) in the manner specified in Section 3.1.3, shall each be satisfactory in form and substance to the Owner, shall be in full force and effect on the Closing Date, and an executed counterpart of each thereof
shall have been delivered to the Owner or counsel for the Owner. 
  
  

	6	 Insert for Encumbered Aircraft only. 


  

 5 








 [Participation Agreement [NXXXUA]] 
  
 3.2.2 The Owner shall have received a copy of the organizational
documents, by-laws and general authorizing resolutions of the boards of directors (or executive committees) or other satisfactory evidence of authorization of the Mortgagee, the Pass Through Trustees and the Subordination Agent, certified as of the
Closing Date by the Secretary or an Assistant Secretary of each such party, respectively, that authorize the execution, delivery and performance by the Mortgagee, the Pass Through Trustees and the Subordination Agent, respectively, of all the
Operative Agreements to which each such person is a party, together with such other documents and evidence with respect to the Mortgagee, the Pass Through Trustees and the Subordination Agent as the Owner or its counsel may reasonably request in
order to establish the consummation of the transactions contemplated by this Agreement and each other Operative Agreement, the taking of all corporate proceedings in connection therewith and compliance with the conditions set forth herein.

 3.2.3 A certificate signed by the Secretary or an Assistant Secretary of the Mortgagee, the Pass Through Trustees and the
Subordination Agent as to the Person or Persons authorized to execute and deliver this Agreement and any other Operative Agreement to be executed on behalf of such party in connection with the transactions contemplated hereby and as to the signature
of such Person or Persons. 
 3.2.4 The representations and warranties of the Mortgagee, the Pass Through Trustees and the
Subordination Agent contained in Section 4.2 and each other Operative Agreement to which it is a party shall be true and correct in all material respects as of the Closing Date as though made on and as of such date, except to the extent that
such representations and warranties relate solely to an earlier date (in which event such representations and warranties shall have been true and correct in all material respects on and as of such earlier date). 
 3.2.5 The Owner shall have received the opinions set forth in Sections 3.1.8, in each case addressed to the Owner and dated the Closing
Date and otherwise in form and substance satisfactory to the Owner. 
 3.2.6 No change shall have occurred after the date of the
execution and delivery of this Agreement in applicable Law that makes it a violation of Law for the Owner, either Pass Through Trustee, the Mortgagee or the Subordination Agent to execute, deliver and perform the Operative Agreements to which any of
them is a party. 
 3.2.7 Each of the conditions set forth in Section 3.1.6-3.1.14 inclusive shall have been satisfied or
waived by the Owner, unless the failure of any such condition to be satisfied is the result of any action or inaction by the Owner. 
 3.2.8 The Owner shall have received evidence satisfactory to it of the qualification of the Mortgagee under Section 131(3) of the New York Banking Law. 
  

 6 








 [Participation Agreement [NXXXUA]] 
  
 Section 4. Representations and Warranties.

 4.1 Owner’s Representations and Warranties. Owner represents and warrants to each Pass Through Trustee,
Subordination Agent and Mortgagee that as of the date hereof: 
 4.1.1 Organization; Qualification. Owner is a
corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware having an organizational identification number 0697327 and its true and complete name as indicated on the public record of the State of
Delaware is “United Air Lines, Inc.”. Owner has the corporate power and authority to conduct the business in which it is currently engaged and to own or hold under lease its properties and to enter into and perform its obligations under
the Operative Agreements to which it is a party. Owner is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the nature and extent of the business conducted by it, or the ownership of its
properties, requires such qualification, except where the failure to be so qualified would not give rise to a Material Adverse Change to Owner. 
 4.1.2 Corporate Authorization. Owner has taken, or caused to be taken, all necessary corporate action (including, without limitation, the obtaining of any consent or approval of stockholders
required by its Certificate of Incorporation or By-Laws) to authorize the execution and delivery of each of the Operative Agreements to which it is a party, and the performance of its obligations thereunder. 
 4.1.3 No Violation. The execution and delivery by Owner of the Operative Agreements to which it is a party, the performance by Owner
of its obligations thereunder and the consummation by Owner on the Closing Date of the transactions contemplated thereby, do not and will not (a) violate any provision of the Restated Certificate of Incorporation or By-Laws of Owner,
(b) violate any Law applicable to or binding on Owner or (c) violate or constitute any default under (other than any violation or default that would not result in a Material Adverse Change to Owner), or result in the creation of any Lien
(other than Permitted Liens) upon the Aircraft under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which Owner is a party or by which Owner
or any of its properties is bound. 
 4.1.4 Approvals. The execution and delivery by Owner of the
Operative Agreements to which it is a party, the performance by Owner of its obligations thereunder and the consummation by Owner on the Closing Date of the transactions contemplated thereby do not and will not require the consent or approval of, or
the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in respect of, (a) any trustee or other holder of any debt of Owner and (b) any Government Entity, other
than (A) (w) the filing of the FAA Filed Documents and the Financing Statement (and continuation statements periodically), (x) filings, recordings, notices or other ministerial actions pursuant to any routine recording, contractual or
regulatory requirements applicable to it, (y) filings, recordings, notices or other actions contemplated by the Operative Agreements in connection with the leasing or reregistration of the Aircraft and (z) filings, recordings, notices or
other actions all of which have either been, or will be, completed on or prior to the Closing Date and will be in full force and effect on the Closing Date and (B) the registration with the International Registry of the International Interest
of the Trust Indenture with respect to the Airframe and Engines [and discharge of the International Interests created under the Original Indenture].7 
  
  

	7	 Insert for Encumbered Aircraft only. 


  

 7 








 [Participation Agreement [NXXXUA]] 
  
 4.1.5 Valid and Binding Agreements. The Operative
Agreements to which it is a party have been duly authorized, executed and delivered by Owner and, assuming the due authorization, execution and delivery thereof by the other party or parties thereto, constitute the legal, valid and binding
obligations of Owner and are enforceable against Owner in accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium and other similar Laws affecting
the rights of creditors generally and general principles of equity, whether considered in a proceeding at law or in equity. 
 4.1.6 Registration and Recordation. Except for (a) the registration of the Aircraft with the FAA pursuant to the Act in the name of Owner, (b) the filing for recordation (and recordation)
of the FAA Filed Documents, (c) the filing of the Financing Statement (and continuation statements relating thereto at periodic intervals), (d) the registration with the International Registry of the International Interest of the Trust
Indenture with respect to the Airframe and Engines [and discharge of the International Interests created under the Original Indenture]8 and (e) the affixation of the nameplates referred to in Section 4.02(e) of the Trust Indenture, no further
action, including any filing or recording of any document (including any financing statement in respect thereof under Article 9 of the UCC) is necessary in order to establish and perfect the Mortgagee’s security interest in the Aircraft,
as against Owner and any other Person, in each case, in any applicable jurisdictions in the United States. 
 4.1.7
Location. The “location” (as such term is used in 9-307 of Article 9 of the UCC) of Owner is the State of Delaware. 
 4.1.8 No Event of Loss. No Event of Loss has occurred with respect to the Airframe or any Engine, and, to the Actual Knowledge of Owner, no circumstance, condition, act or event has occurred that,
with the giving of notice or lapse of time or both gives rise to or constitutes an Event of Loss with respect to the Airframe or any Engine. 
 4.1.9 Compliance With Laws. 
 (a) Owner is a U.S. Air Carrier. 

(b) Owner holds all material licenses, permits and franchises from the appropriate Government Entities necessary to authorize Owner to
lawfully engage in air transportation and to carry on scheduled commercial passenger service as currently conducted, except where the failure to so hold any such license, permit or franchise would not give rise to a Material Adverse Change to Owner.

 (c) Owner is not an “investment company” or a company controlled by an “investment company” within the
meaning of the Investment Company Act of 1940, as amended. 
  
  

	8	 Insert for Encumbered Aircraft only. 


  

 8 








 [Participation Agreement [NXXXUA]] 
  
 4.1.10 Securities Laws. Neither Owner nor any person
authorized to act on its behalf has directly or indirectly offered any beneficial interest or Security relating to any of the Equipment Notes or any other interest in or security under the Trust Indenture, for sale, to, or solicited any offer to
acquire any such interest or security from, or has sold any such interest or security to, any person in violation of the Securities Act. 
 4.1.11 Broker’s Fees. No Person acting on behalf of Owner is or will be entitled to any broker’s fee, commission or finder’s fee in connection with the Transactions other than fees
and expenses payable by Owner in connection with the sale of the Pass Through Certificates. 
 4.1.12 Section 1110.
Mortgagee is entitled to the benefits of Section 1110 (as currently in effect) with respect to the right to take possession of the Airframe and Engines and to enforce any of its other rights or remedies to sell, lease, or otherwise retain or
dispose of the Aircraft as provided in the Trust Indenture in the event of a case under Chapter 11 of the Bankruptcy Code in which Owner is a debtor. 
 4.2 WTC’s Representations and Warranties. WTC represents and warrants (with respect to Section 4.2.10 solely in its capacity as Subordination Agent) to Owner that: 
 4.2.1 Organization, Etc. WTC is a Delaware banking corporation duly organized, validly existing and in good standing under the Laws
of the State of Delaware, authorized to do business as a Delaware banking corporation with banking authority to execute and deliver, and perform its obligations under, the Mortgagee Agreements, the Pass Through Trustee Agreements and the
Subordination Agent Agreements. 
 4.2.2 Corporate Authorization. WTC has taken, or caused to be taken, all necessary
corporate action (including, without limitation, the obtaining of any consent or approval of stockholders required by Law or by its Certificate of Incorporation or By-Laws) to authorize the execution and delivery by WTC, in its individual capacity
or as Mortgagee, as Pass Through Trustee or as Subordination Agent, as the case may be, of the Mortgagee Agreements, the Pass Through Trustee Agreements, and the Subordination Agent Agreements and the performance of its obligations thereunder.

 4.2.3 No Violation. The execution and delivery by WTC, in its individual capacity or as Mortgagee, as Pass Through
Trustee or as Subordination Agent, as the case may be, of the Mortgagee Agreements, the Pass Through Trustee Agreements and the Subordination Agent Agreements, the performance by WTC, in its individual capacity or as Mortgagee, as Pass Through
Trustee or as Subordination Agent, as the case may be, of its obligations thereunder and the consummation on the Closing Date of the transactions contemplated thereby, do not and will not (a) violate any provision of the Certificate of
Incorporation or By-Laws of WTC, (b) violate any Law applicable to or binding on WTC, in its individual capacity or (except in the case of any Law relating to any Plan) as Mortgagee, a Pass Through Trustee or Subordination Agent, or
(c) violate or constitute any default under (other than any violation or default that would not result in a Material Adverse Change to WTC, in its individual capacity or as Mortgagee, as Pass Through Trustee or Subordination Agent), or result
in the creation of any Lien (other than the lien of the Trust Indenture) upon any property of WTC, in its individual capacity or as Mortgagee, as Pass Through Trustee or Subordination Agent, or any of WTC’s subsidiaries

  

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under, any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, lease, loan or other agreement, instrument or document to which WTC, in its individual capacity or as
Mortgagee, as Pass Through Trustee or Subordination Agent, is a party or by which WTC, in its individual capacity or as Mortgagee, as Pass Through Trustee or Subordination Agent, or any of their respective properties is bound. 
 4.2.4 Approvals. The execution and delivery by WTC, in its individual capacity or as Mortgagee, as Pass Through Trustee or
Subordination Agent, as the case may be, of the Mortgagee Agreements, the Pass Through Trustee Agreements and the Subordination Agent Agreements, the performance by WTC, in its individual capacity or as Mortgagee, as Pass Through Trustee or
Subordination Agent, as the case may be, of its obligations thereunder and the consummation on the Closing Date by WTC, in its individual capacity or as Mortgagee, as Pass Through Trustee or Subordination Agent, as the case may be, of the
transactions contemplated thereby do not and will not require the consent, approval or authorization of, or the giving of notice to, or the registration with, or the recording or filing of any documents with, or the taking of any other action in
respect of, (a) any trustee or other holder of any debt of WTC or (b) any Government Entity, other than the filing of the FAA Filed Documents and the Financing Statement. 
 4.2.5 Valid and Binding Agreements. The Mortgagee Agreements, the Pass Through Trustee Agreements and the Subordination Agent
Agreements have been duly authorized, executed and delivered by WTC and, assuming the due authorization, execution and delivery by the other party or parties thereto, constitute the legal, valid and binding obligations of WTC, in its individual
capacity or as Mortgagee, as Pass Through Trustee or Subordination Agent, as the case may be, and are enforceable against WTC, in its individual capacity or as Mortgagee, as Pass Through Trustee or Subordination Agent, as the case may be, in
accordance with the respective terms thereof, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar Laws affecting the rights of creditors generally and general principles
of equity, whether considered in a proceeding at law or in equity. 
 4.2.6 Citizenship. WTC is a Citizen of the United
States. 
 4.2.7 No Liens. On the Closing Date, there are no Liens attributable to WTC in respect of all or any part of
the Collateral. 
 4.2.8 Litigation. There are no pending or, to the Actual Knowledge of WTC, threatened actions or
proceedings against WTC, in its individual capacity or as Mortgagee, as Pass Through Trustee or Subordination Agent, before any court, administrative agency or tribunal which, if determined adversely to WTC, in its individual capacity or as
Mortgagee, as Pass Through Trustee or Subordination Agent, as the case may be, would materially adversely affect the ability of WTC, in its individual capacity or as Mortgagee, as Pass Through Trustee or Subordination Agent, as the case may be, to
perform its obligations under any of the Mortgagee Agreements, the Pass Through Trustee Agreements or the Subordination Agent Agreements. 
  

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 [Participation Agreement [NXXXUA]] 
  
 4.2.9 Securities Laws. Neither WTC nor any person
authorized to act on its behalf has directly or indirectly offered any beneficial interest or Security relating to the ownership of the Aircraft or any interest in the Collateral or any of the Equipment Notes or any other interest in or security
under the Collateral for sale to, or solicited any offer to acquire any such interest or security from, or has sold any such interest or security to, any Person other than the Subordination Agent and the Pass Through Trustees, except for the
offering and sale of the Pass Through Certificates. 
 4.2.10 Investment. The Equipment Notes to be acquired by the
Subordination Agent are being acquired by it for the account of the Pass Through Trustees, for investment and not with a view to any resale or distribution thereof, except that, subject to the restrictions on transfer set forth in Section 8,
the disposition by it of its Equipment Notes shall at all times be within its control. 
 4.2.11 Taxes. There are no
Taxes payable by either Pass Through Trustee or WTC, as the case may be, imposed by the State of Delaware or any political subdivision or taxing authority thereof in connection with the execution, delivery and performance by such Pass Through
Trustee or WTC, as the case may be, of this Agreement or any of the Pass Through Trustee Agreements (other than franchise or other taxes based on or measured by any fees or compensation received by any such Pass Through Trustee or WTC, as the case
may be, for services rendered in connection with the transactions contemplated by any of the Pass Through Trust Agreements), and there are no Taxes payable by either Pass Through Trustee or WTC, as the case may be, imposed by the State of Delaware
or any political subdivision thereof in connection with the acquisition, possession or ownership by any such Pass Through Trustee of any of the Equipment Notes (other than franchise or other taxes based on or measured by any fees or compensation
received by any such Pass Through Trustee or WTC, as the case may be, for services rendered in connection with the transactions contemplated by either of the Pass Through Trust Agreements), and, assuming that the trusts created by the Pass Through
Trust Agreements will not be taxable as corporations, but, rather, each will be characterized as a grantor trust under subpart E, Part I of Subchapter J of the Code or as a partnership under Subchapter K of the Code, such trusts
will not be subject to any Taxes imposed by the State of Delaware or any political subdivision thereof. 
 4.2.12
Broker’s Fees. No Person acting on behalf of WTC, in its individual capacity or as Mortgagee, either Pass Through Trustee or Subordination Agent, is or will be entitled to any broker’s fee, commission or finder’s fee in
connection with the Transactions. 
 Section 5. Covenants, Undertakings and Agreements. 
 5.1 Covenants of Owner. Owner covenants and agrees, at its own cost and expense, with Note Holder and Mortgagee as follows:

 5.1.1 Corporate Existence; U.S. Air Carrier. Owner shall at all times maintain its corporate existence, except as
permitted by Section 4.07 of the Trust Indenture, and shall at all times remain a U.S. Air Carrier. 
 5.1.2 Notice
of Change of Location. Owner will give Mortgagee timely written notice (but in any event within 30 days prior to the expiration of the period of time specified under applicable Law to prevent lapse of perfection) of any change in its
“location” (as such term is used in Section 9-307 of Article 9 of the UCC) and will promptly take any action required by Section 5.1.3(c) as a result of such change in location. 
  

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 [Participation Agreement [NXXXUA]] 
  
 5.1.3 Certain Assurances. 
 (a) Owner shall duly execute, acknowledge and deliver, or shall cause to be executed, acknowledged and delivered, all such further
agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as Mortgagee shall reasonably request for accomplishing the purposes of this Agreement and the other Operative
Agreements, provided that any instrument or other document so executed by Owner will not expand any obligations or limit any rights of Owner in respect of the transactions contemplated by any Operative Agreement. 
 (b) Owner shall promptly take such action with respect to the recording, filing, re-recording and refiling of the Trust Indenture and any
supplements thereto, including, without limitation, the initial Trust Indenture Supplement, as shall be necessary to continue the perfection and priority of the Lien created by the Trust Indenture. 
 (c) Owner, at its sole cost and expense, will cause the FAA Filed Documents, the registration with the International Registry of the
International Interests with respect to the Trust Indenture, the Financing Statement (and any amendments thereto necessitated by any combination, consolidation or merger of the Owner pursuant to Section 4.07 of the Trust Indenture, or any
change in location described in Section 5.1.2) and, upon the written direction of Mortgagee, together with copies thereof suitable for filing, any continuation statements in respect of the Financing Statement as shall be necessary, subject only
to the consent of the Mortgagee or the execution and delivery thereof by Mortgagee, as applicable, to be duly and timely filed and recorded, or filed for recordation, to the extent permitted under the Act (with respect to the FAA Filed Documents),
the Cape Town Convention or the UCC or similar law of any other applicable jurisdiction. Mortgagee, and not Owner, shall be responsible for any amendments to the foregoing documents and filings, recordings and registrations thereof necessitated in
any such case by any combination, consolidation or merger of Mortgagee or change in the Mortgagee’s name, status, jurisdiction of organization or address. 
 (d) If the Aircraft has been registered in a country other than the United States pursuant to Section 4.02(d) of the Trust Indenture and Section 5.4.5 hereof, Owner will furnish to Mortgagee
annually after such registration, commencing with the calendar year after such registration is effected, an opinion of special counsel reasonably satisfactory to Mortgagee stating that, in the opinion of such counsel, either that (i) such
action has been taken with respect to the recording, filing, rerecording and refiling of the Operative Agreements and any supplements and amendments thereto as is necessary to establish, perfect and protect the Lien created by the Trust Indenture,
reciting the details of such actions, or (ii) no such action is necessary to maintain the perfection of such Lien. 
 5.1.4
Securities Laws. Neither Owner nor any person authorized to act on its behalf will directly or indirectly offer any beneficial interest or Security relating to the ownership of the Aircraft or any interest in any of the Equipment Notes or any
other interest in or security under the Trust Indenture, for sale to, or solicit any offer to acquire any such interest or security from, or sell any such interest or security to, any person in violation of the Securities Act or applicable state or
foreign securities Laws. 
  

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 5.1.5 Notice of Lease. Owner shall give to
Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, a copy of any notice regarding a lease of the Aircraft required to be given to the Mortgagee pursuant to the last sentence of
Section 4.02(b)(ix) of the Trust Indenture, at the time such notice is given to Mortgagee, if at such time Standard & Poor’s is then rating the Pass Through Certificates. 
 5.2 Covenants of WTC. WTC in its individual capacity or as Mortgagee, as each Pass Through Trustee or Subordination Agent, as the
case may be, covenants and agrees with Owner as follows: 
 5.2.1 Liens. WTC (a) will not directly or indirectly
create, incur, assume or suffer to exist any Lien attributable to it on or with respect to all or any part of the Collateral or the Aircraft, (b) will, at its own cost and expense, promptly take such action as may be necessary to discharge any
Lien attributable to WTC on all or any part of the Collateral or the Aircraft and (c) will personally hold harmless and indemnify Owner, each Note Holder and each of their respective Affiliates, successors and permitted assigns and the
Collateral from and against (i) any and all Expenses, (ii) any reduction in the amount payable out of the Collateral and (iii) any interference with the possession, operation or other use of all or any part of the Aircraft, imposed
on, incurred by or asserted against any of the foregoing as a consequence of any such Lien. 
 5.2.2 Securities Act. WTC
in its individual capacity or as Mortgagee, Pass Through Trustee or Subordination Agent, will not offer any beneficial interest or Security relating to the ownership of the Aircraft or any interest in the Collateral, or any of the Equipment Notes or
any other interest in or security under the Trust Indenture for sale to, or solicit any offer to acquire any such interest or security from, or sell any such interest or security to, any Person in violation of the Securities Act or applicable state
or foreign securities Laws, provided that the foregoing shall not be deemed to impose on WTC any responsibility with respect to any such offer, sale or solicitation by any other party hereto. 
 5.2.3 Performance of Agreements. WTC, in its individual capacity and as Mortgagee, Pass Through Trustee or Subordination Agent, as
the case may be, shall perform its obligations under the Indenture Agreements, the Pass Through Trustee Agreements and the Subordination Agent Agreements in accordance with the terms thereof. 
 5.2.4 Withholding Taxes. WTC shall indemnify (on an after-tax basis) and hold harmless Owner and each Pass Through Trust against any
United States federal withholding taxes (and related interest, penalties and additions to tax) as a result of the failure by WTC to withhold on payments to any Note Holder if such Note Holder failed to provide to Mortgagee necessary certificates or
forms to substantiate the right to exemption from such withholding tax. Any amount payable hereunder shall be paid within 30 days after receipt by WTC of a written demand therefor. 
  

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 [Participation Agreement [NXXXUA]] 
  
 5.3 Covenants of Note Holders. Each Note Holder
(including Subordination Agent) as to itself only covenants and agrees with Owner and Mortgagee as follows: 
 5.3.1
Withholding Taxes. Such Note Holder (if it is a Non-U.S. Person) agrees to indemnify (on an after-tax basis) and hold harmless Owner, each Pass Through Trust and Mortgagee against any United States federal withholding taxes (and related
interest, penalties and additions to tax) as a result of the failure to provide Mortgagee necessary certificates or forms to substantiate the right to exemption from, or reduction of, such withholding taxes or as a result of the inaccuracy or
invalidity of any certificate or form provided by such Note Holder to Mortgagee in connection with such withholding taxes. Any amount payable hereunder shall be paid within 30 days after receipt by a Note Holder of a written demand therefor.

 5.3.2 Transfer; Compliance. Such Note Holder will (i) not transfer any Equipment Note or interest therein in
violation of the Securities Act or applicable state or foreign securities Law; provided, that the foregoing provisions of this section shall not be deemed to impose on such Note Holder any responsibility with respect to any such offer, sale or
solicitation by any other party hereto, and (ii) perform and comply with the obligations specified to be imposed on it (as a Note Holder) under each of the Trust Indenture and the form of Equipment Note set forth in the Trust Indenture.

 5.3.3 ERISA. Each transferee of an Equipment Note, by its acceptance of an Equipment Note, will be deemed to represent
and warrant that either (a) no portion of the funds it uses to purchase, acquire and hold such Equipment Note or interest directly or indirectly constitutes, or may be deemed under the Code or ERISA or any rulings, regulations or court
decisions thereunder to constitute, the assets of any Plan or (b) the transfer, and subsequent holding, of such Equipment Note or interest shall not involve or give rise to a transaction that constitutes a prohibited transaction within the
meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code involving Owner, a Pass Through Trustee, the Subordination Agent or the proposed transferee (other than a transaction that is exempted from the prohibitions of such sections
by applicable provisions of ERISA or the Code or administrative exemptions or regulations issued thereunder). 
 5.4
Agreements. 
 5.4.1 Quiet Enjoyment. Each Pass Through Trustee, Subordination Agent, each Note Holder and
Mortgagee agrees as to itself with Owner that, so long as no Event of Default shall have occurred and be continuing, such Person shall not (and shall not permit any Affiliate or other Person claiming by, through or under it to) interfere with
Owner’s (or any Permitted Lessee’s) rights in accordance with the Trust Indenture to the quiet enjoyment, possession and use of the Aircraft. 
 5.4.2 Consents. Each Pass Through Trustee, Subordination Agent and Mortgagee covenants and agrees, for the benefit of Owner, that it shall not unreasonably withhold its consent to any consent or
approval requested of it under the terms of any of the Operative Agreements which by its terms is not to be unreasonably withheld. 
 5.4.3 Insurance. (a) Each Note Holder, each Pass Through Trustee, the Subordination Agent and Mortgagee agrees not to obtain or maintain insurance for its own account as permitted by Section 4.06 of the Trust Indenture if
such insurance would limit or otherwise adversely affect the coverage of any insurance required to be obtained or maintained by Owner pursuant to Section 4.06 and Annex B of the Trust Indenture. 
  

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 [Participation Agreement [NXXXUA]] 
  
 (b) Each Note Holder, the Owner, the Pass Through Trustee, the
Subordination Agent, Mortgagee and each other Additional Insured agrees that upon receipt of any proceeds of insurance in connection with the loss or damage to the Aircraft, other than as contemplated by the Indenture, such Person will pay such
amounts to the Mortgagee for application in accordance with the terms of the Indenture. 
 5.4.4 Extent of Interest of Note
Holders. Section 2.05 of the Trust Indenture is hereby repeated herein mutatis mutandis. 
 5.4.5
Foreign Registration. Each Note Holder and Mortgagee hereby agree, for the benefit of Owner but subject to the provisions of Section 4.02(b) of the Trust Indenture: 
 (a) that Owner shall be entitled to register the Aircraft or cause the Aircraft to be registered in a country other than the United States
subject to compliance with the following: 
 (i) each of the following requirements is satisfied: 
 (A) no Special Default or Event of Default shall have occurred and be continuing at the time of such registration;

 (B) such proposed change of registration is made in connection with a Permitted Lease to a Permitted Air
Carrier; and 
 (C) such country is a country with which the United States then maintains normal diplomatic
relations or, if Taiwan, the United States then maintains diplomatic relations at least as good as those in effect on the Closing Date; 
 (ii) the Mortgagee shall have received an opinion of counsel (subject to customary exceptions) reasonably satisfactory to the Mortgagee addressed to the Mortgagee to the effect that: 
 (A) such country would recognize the Owner’s ownership interest in the Aircraft; 
 (B) after giving effect to such change in registration, the Lien of the Trust Indenture on the Owner’s right, title and
interest in and to the Aircraft shall continue as a valid and duly perfected first priority security interest and International Interest and all filing, recording, registrations or other action necessary to protect the same shall have been
accomplished (or, if such opinion cannot be given at the time of such proposed change in registration because such change in registration is not yet effective, (1) the opinion shall detail what filing, recording or other action is necessary and
(2) the Mortgagee shall have received a certificate from Owner that all possible preparations to accomplish such filing, recording and other action shall have been done, and such filing, recording and other action shall be accomplished and a
supplemental opinion to that effect shall be delivered to the Mortgagee on or prior to the effective date of such change in registration); 
  

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 [Participation Agreement [NXXXUA]] 
  
 (C) unless Owner or the Permitted Air Carrier
shall have agreed to provide insurance covering the risk of requisition of use of the Aircraft by the government of such country (so long as the Aircraft is registered under the laws of such country), the laws of such country require fair
compensation by the government of such country payable in currency freely convertible into Dollars and freely removable from such country (without license or permit, unless Owner prior to such proposed reregistration has obtained such license or
permit) for the taking or requisition by such government of such use; and 
 (D) it is not necessary, solely as a
consequence of such change in registration and without giving effect to any other activity of the Mortgagee (or any Affiliate of the Mortgagee), for the Mortgagee to qualify to do business in such jurisdiction as a result of such reregistration in
order to exercise any rights or remedies with respect to the Aircraft. 
 (b) In addition, as a condition precedent to any
change in registration Owner shall have given Mortgagee assurances reasonably satisfactory to Mortgagee: 
 (i)
to the effect that the provisions of Section 4.06 of the Trust Indenture have been complied with after giving effect to such change of registration; 
 (ii) of the payment by Owner of all reasonable out-of-pocket expenses of each Note Holder and Mortgagee in connection with such change of registry, including, without limitation (1) the reasonable
fees and disbursements of counsel to Mortgagee, (2) any filing or recording fees, Taxes or similar payments incurred in connection with the change of registration of the Aircraft and the creation and perfection of the security interest therein
in favor of Mortgagee for the benefit of Note Holders, and (3) all costs and expenses incurred in connection with any filings necessary to continue in the United States the perfection of the security interest in the Aircraft in favor of
Mortgagee for the benefit of Note Holders; and 
 (iii) to the effect that the tax and other indemnities in favor
of each person named as an indemnitee under any other Operative Agreement afford each such person substantially the same protection as provided prior to such change of registration (or Owner shall have agreed upon additional indemnities that,
together with such original indemnities, in the reasonable judgment of Mortgagee, afford such protection); 
 (c) Mortgagee
agrees that if Owner requests a change of registration pursuant to this Section 5.4.5, it will take all such action reasonably requested by Owner in order to effect such a change in registration, including the execution and delivery of such
documents and instruments as may be necessary or advisable in connection therewith; and 
  

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 [Participation Agreement [NXXXUA]] 
  
 (d) Anything to the contrary in the Operative Agreements
notwithstanding, each of the parties hereto agrees that so long as the conditions in paragraphs (a) and (b) of this Section 5.4.5 have been satisfied (including the legal opinion required under Section 5.4.5(a)(ii)),
reregistration of the Aircraft may be effected in a jurisdiction in which (i) the Aircraft is not registered in the name of the Owner and/or (ii) the Trust Indenture is not recorded of record in such jurisdiction and/or no filing is made
in such jurisdiction in respect of the Lien of the Trust Indenture. The provisions of this Section 5.4.5(d) are not intended to, and shall not, permit the Owner to effect any financing of the Aircraft in connection with any such reregistration.

 5.4.6 Interest in Certain Engines. Each Note Holder and Mortgagee agree, for the benefit of each of the lessor,
conditional seller, mortgagee or secured party of any airframe or engine leased to, or purchased by, Owner or any Permitted Lessee subject to a lease, conditional sale, trust indenture or other security agreement that it will not acquire or claim,
as against such lessor, conditional seller, mortgagee or secured party, any right, title or interest in any engine as the result of such engine being installed on the Airframe at any time while such engine is subject to such lease, conditional sale,
trust indenture or other security agreement and owned by such lessor or conditional seller or subject to a trust indenture or security interest in favor of such mortgagee or secured party. 
 5.4.7 Registrations with the International Registry. Each of the parties hereto consents to the registration with the International
Registry of the International Interest with respect to the Trust Indenture and the Mortgagee covenants and agrees that it will take all such action reasonably requested by Owner in order to make any registrations with the International Registry,
including becoming a transactional user entity with the International Registry and providing consents to any registration as may be contemplated by the Operative Agreements. 
 Section 6. Confidentiality. Owner, Note Holders and Mortgagee shall keep the Participation Agreement and Annex B to
the Trust Indenture confidential and shall not disclose, or cause to be disclosed, the same to any Person, except (A) to prospective and permitted transferees of Owner’s, a Note Holder’s, a Liquidity Provider’s, Mortgagee’s
or other Indenture Indemnitee’s interest or their respective counsel or special counsel, independent insurance brokers, auditors, or other agents who agree to hold such information confidential, (B) to Owner’s, a Note Holder’s, a
Liquidity Provider’s, Mortgagee’s or other Indenture Indemnitee’s counsel or special counsel, independent insurance brokers, auditors, or other agents, Affiliates or investors who agree to hold such information confidential,
(C) as may be required by any statute, court or administrative order or decree, legal process or governmental ruling or regulation, including those of any applicable insurance regulatory bodies (including, without limitation, the National
Association of Insurance Commissioners (“NAIC”)), federal or state banking examiners, Internal Revenue Service auditors or any stock exchange, (D) with respect to a Note Holder or either Pass Through Trustee, to a nationally
recognized rating agency for the purpose of obtaining a rating on the Equipment Notes or the Pass Through Certificates or to support an NAIC rating for the Equipment Notes or (E) such other Persons as are reasonably deemed necessary by the
disclosing party in order to protect the interests of such party or for the purposes of enforcing such documents by such party; provided, that any and all disclosures permitted by clauses (C), (D) or (E) above shall be made only to
the extent necessary to meet the specific requirements or needs of the Persons making such disclosures. 
  

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 [Participation Agreement [NXXXUA]] 
  
 Section 7. Indemnification and Expenses.

 7.1 General Indemnity. 
 7.1.1 General. Subject to Section 7.1.2, Owner hereby agrees to indemnify each Indemnitee against, and agrees to protect, save and keep harmless each of them from any and all Expenses imposed
on, incurred by or asserted against any Indemnitee arising out of or resulting from any one or more of the following: (i) the Aircraft, the Airframe, any Engine or any Part, including without limitation (A) the operation, possession, use,
maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, sublease, nonuse, modification, alteration, repair, storage, airworthiness, replacement, substitution, abandonment or return of the Aircraft, the Airframe, any
Engine or any Part by the Owner, any lessee or any other Person whatsoever (each, an “Indemnified Act”), whether or not such Indemnified Act is in compliance with the terms of the Trust Indenture, including, without limitation, tort
liability, claims for death, personal injury or property damage or other loss or harm to any person whatsoever and claims relating to any laws, rules or regulations pertaining to such Indemnified Act including environmental control, noise and
pollution laws, rules or regulations and (B) the manufacture, design, acceptance, rejection, delivery, or condition of the Aircraft, the Airframe, any Engine or any Part, including, without limitation, latent and other defects, whether or not
discoverable, or trademark or copyright infringement; (ii) the Operative Agreements or the enforcement of any of the terms of the Operative Agreements; and (iii) the offer, sale and delivery of any Equipment Notes, any pass through
certificates issued in respect thereof or successor debt obligations issued in connection with the refunding or refinancing thereof or any interest therein or represented thereby or in any way relating to or arising out of the offer or sale of any
interest in the Collateral or any similar interest arising out of the Trust Indenture and the Collateral (including, without limitation, any claim arising out of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, or any other Federal or state statute, law or regulation, or at common law or otherwise relating to securities (collectively “Securities Liabilities”)) (the indemnity provided in this clause (iii) to extend also to any
Person who controls an Indemnitee, its successors, assigns, employees, directors, officers, servants and agents within the meaning of Section 15 of the Securities Act of 1933, as amended). 
 7.1.2 Exclusions. The foregoing indemnity in Section 7.1.1 shall not extend to any Expense of any Indemnitee to the extent
attributable to one or more of the following: (1) any representation or warranty by such Indemnitee or any Related Indemnitee (as defined below) thereof in the Operative Agreements or any Pass Through Agreements being incorrect in any material
respect; (2) the failure by such Indemnitee or Related Indemnitee thereof to perform or observe any agreement, covenant or condition in any of the Operative Agreements or any Pass Through Agreements; (3) acts or omissions involving the
willful misconduct or gross negligence of such Indemnitee or Related Indemnitee thereof (other than gross negligence imputed to such Indemnitee or Related Indemnitee thereof solely by reason of its interest in the Aircraft); (4) in the case of
any Note Holder, a disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in an Equipment Note or, in the case of any other Indemnitee, a disposition by such Indemnitee of all or any part of such
Indemnitee’s interest in the Airframe, any Engine, Operative Agreements or any Pass Through Agreements; (5) losses arising out of inspection rights under the Trust Indenture; (6) other than during the continuation of an Event of
Default, the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any

  

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 [Participation Agreement [NXXXUA]] 
  
 
of the Operative Agreements or any Pass Through Agreements, which amendments, supplements, waivers or consents are not either (A) related to the issuance of Additional Equipment Notes and
related Additional Certificates and requested by Owner or (B) required pursuant to the terms of the Operative Agreements or any Pass Through Agreements and not requested by Owner; (7) any loss of tax benefits, any Tax, or increase in tax
liability under any tax law whether or not Owner is required to indemnify thereof or pursuant to this Agreement; (8) any fine or expense incurred by any Indemnitee as a result of such Indemnitee’s having engaged in a “prohibited
transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; (9) any amount which constitutes an expense that is to be borne by any Indemnitee pursuant to the Operative Agreements or any Pass Through
Agreements; (10) any costs associated with overhead or normal administration of the Collateral; (11) any amount which constitutes a loss of future profits; (12) acts or omissions involving the negligence of such Indemnitee in the
operation of an aircraft which is involved in an accident with the Aircraft or an aircraft on which an Engine is installed; (13) any amount to the extent attributable to the failure of the Mortgagee, Subordination Agent, Escrow Agent, Paying
Agent, Depositary or any Pass Through Trustee to distribute funds received and distributable by it in accordance with the terms of the Trust Indenture, the Intercreditor Agreement, the Escrow Agreements, the Deposit Agreements or the Pass Through
Trust Agreements, as applicable; (14) except to the extent attributable to acts or event occurring on or prior thereto, acts or events which occur after the termination of the Trust Indenture in accordance with its terms; (15) any amount
resulting from any Lien on the Collateral which such Indemnitee or any of its Related Indemnitees is required to discharge under the Operative Agreements or any Pass Through Agreement; (16) amounts to the extent attributable to the offer or
sale by such Indemnitee or any Related Indemnitee of any interest in the Aircraft, any Equipment Note, any Pass Through Certificate or any similar interest in violation of the Securities Act, other applicable federal, state or foreign securities
laws or any other law on or prior to the applicable Issuance Date; or (17) amounts related to activities or transactions of such Indemnitee (or any Related Indemnitee) not arising out of or resulting from, or attributable to the transactions
contemplated by the Operative Agreements or the Pass Through Agreements. 
 For purposes of this Section 7.1.2,
“Related Indemnitee” means, with respect to any Indemnitee, any director, officer, employee, agent, servant or Affiliate of any thereof. 
 7.1.3 After Tax Basis; Etc. Owner further agrees that any payment or indemnity pursuant to this Section 7.1 in respect of any “Expense” shall be in an amount which, after deduction
of all Taxes required to be paid by such recipient with respect to such payment or indemnity under the laws of any federal, state or local government or taxing authority in the United States, or under the laws of any taxing authority or governmental
subdivision of a foreign country, or any territory or possession of the United States or any international authority, shall be equal to the excess, if any, of (A) the amount of such Expense over (B) the current net reduction in Taxes
actually realized by such recipient resulting from the accrual or payment of such Expense. 
 The agreement of Owner in this
Section 7.1 constitutes a separate agreement with respect to each Indemnitee and is enforceable directly by each such Indemnitee. 
  

 19 








 [Participation Agreement [NXXXUA]] 
  
 7.1.4 Notice and Contest. If a claim is made against an
Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Owner; provided that the failure to provide such notice shall not release Owner
from any of its obligations to indemnify hereunder except to the extent that such failure results in an additional Expense to Owner (in which case Owner shall not be responsible for such additional Expense) or Owner is prejudiced as a result of the
failure to give such notice in a timely fashion, and no payment by Owner to an Indemnitee pursuant to this Section 7.1 shall be deemed to constitute a waiver or release of any right or remedy which Owner may have against such Indemnitee for any
actual damages as a result of the failure by such Indemnitee to give Owner such notice. Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, so long as Owner has
acknowledged in writing its responsibility for such Expense hereunder (provided that such acknowledgment does not apply if such Expense is covered by Section 7.1.2 or if the decision of a court or arbitrator provides that Owner is not liable
hereunder), (A) in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for
one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Agreements, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such
other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be
allowed, at Owner’s sole expense, to participate therein. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Owner pursuant to the preceding provisions. Notwithstanding any of the
foregoing, Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the
sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Aircraft or the Collateral, unless Owner shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee with respect to such
risk or if such proceedings could entail any risk of criminal liability being imposed on such Indemnitee. 
 Each affected
Indemnitee shall supply Owner with such information reasonably requested by Owner as is necessary or advisable for Owner to control or participate in any proceeding to the extent permitted by this Section 7.1. Such Indemnitee shall not enter
into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such
Expense under this Section 7.1. 
 Owner shall supply each affected Indemnitee with such information reasonably requested
by such Indemnitee as is necessary or advisable for such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 7.1. 
 7.1.5 Subrogation; Reimbursement. To the extent of any payment of any Expense pursuant to this Section 7.1, Owner, without any further action, shall be subrogated to any claims the affected
Indemnitee may have relating thereto (other than with respect to any of such Indemnitee’s insurance policies). Such Indemnitee agrees to give such further assurances or agreements and to cooperate with Owner to permit Owner to pursue such
claims, if any, to the extent reasonably requested by Owner. 
  

 20 








 [Participation Agreement [NXXXUA]] 
  
 In the event that Owner shall have paid an Expense to an
Indemnitee pursuant to this Section 7.1, and such Indemnitee subsequently shall be reimbursed in respect of such indemnified amount from any other Person, such Indemnitee shall promptly pay Owner the amount of such reimbursement, including
interest received attributable thereto, provided that no Event of Default has occurred and is continuing, in which case such amounts shall be paid over to Mortgagee to hold as security for Owner’s obligations as provided in Section 6.06 of
the Trust Indenture. 
 Any indemnity payable under this Section 7.1 shall be payable by Owner within 30 days of the
demand therefor (accompanied by supporting documentation) by the Indemnitee entitled thereto. 
 7.2 Transaction Costs.

 7.2.1 Invoices and Payment. Each of the Mortgagee, the Pass Through Trustees and the Subordination Agent shall promptly
submit to Owner for its prompt approval (which shall not be unreasonably withheld) copies of invoices in reasonable detail of the Transaction Expenses for which it is responsible for providing information as they are received (but in no event later
than the 90th day after the Closing Date). If so submitted and approved, the Owner agrees promptly, but in any event no later than the 105th day after the Closing Date, to pay Transaction Expenses. 
 7.2.2 Payment of Other Expenses. Owner shall pay (i) the ongoing fees and expenses of Mortgagee as set out in separate letter
agreement, and (ii) all reasonable out-of-pocket costs and expenses (including the reasonable fees and disbursements of counsel) incurred by Mortgagee or any Note Holder in connection with any waiver, amendment or modification of any Operative
Agreement to the extent requested by Owner (including without limitation in connection with the issuance of any Additional Equipment Notes and related Additional Certificates). 
 Section 8. Assignment or Transfer of Interests. 
 8.1 Note Holders. Subject to Section 5.3.2 hereof and Section 2.06 of the Trust Indenture, any Note Holder may, at any time
and from time to time, Transfer or grant participations in all or any portion of the Equipment Notes and/or all or any portion of its beneficial interest in its Equipment Notes to any person (it being understood that the sale or issuance of Pass
Through Certificates by a Pass Through Trustee shall not be considered a Transfer or participation); provided, that any participant in any such participations shall not have any direct rights under the Operative Agreements or any Lien on all or any
part of the Aircraft or Collateral and Owner shall not have any increased liability or obligations as a result of any such participation. In the case of any such Transfer, the Transferee, by acceptance of Equipment Notes in connection with such
Transfer, shall be deemed to be bound by all of the covenants of Note Holders contained in the Operative Agreements and certain terms of the Intercreditor Agreement as specified in such Equipment Notes and/or Section 2.07 of the Trust
Indenture. 
  

 21 








 [Participation Agreement [NXXXUA]] 
  
 8.2 Effect of Transfer. Upon any Transfer in accordance
with Section 8.1 (other than any Transfer by any Note Holder, to the extent it only grants participations in Equipment Notes or in its beneficial interest therein), Transferee shall be deemed a “Note Holder,” for all purposes of this
Agreement and the other Operative Agreements and each reference herein to Note Holder, shall thereafter be deemed a reference to such Transferee for all purposes, and the transferring Note Holder shall be released from all of its liabilities and
obligations under this Agreement and any other Operative Agreements to the extent such liabilities and obligations arise after such Transfer and, in each case, to the extent such liabilities and obligations are assumed by the Transferee; provided,
that such transferring Note Holder (and its respective Affiliates, successors, assigns, agents, servants, representatives, directors and officers) will continue to have the benefit of any rights or indemnities under any Operative Agreement vested or
relating to circumstances, conditions, acts or events prior to such Transfer. 
 Section 9.
Section 1110. It is the intention of each of Owner, the Note Holders (such intention being evidenced by each of their acceptance of an Equipment Note) and Mortgagee that Mortgagee shall be entitled to the benefits of
Section 1110 in the event of a case under Chapter 11 of the Bankruptcy Code in which Owner is a debtor. 
 Section 10. Change of Citizenship. 
 10.1 Generally. Without prejudice to the
representations, warranties or covenants regarding the status of any party hereto as a Citizen of the United States, each of Owner, WTC and Mortgagee agrees that it will, immediately upon obtaining knowledge of any facts that would cast doubt upon
its continuing status as a Citizen of the United States and promptly upon public disclosure of negotiations in respect of any transaction which would or might adversely affect such status, notify in writing all parties hereto of all relevant matters
in connection therewith. 
 10.2 Mortgagee. Upon WTC giving any notice in accordance with Section 10.1, Mortgagee
shall (if and so long as such citizenship is necessary under the Act as in effect at such time or, if it is not necessary, if and so long as Mortgagee’s citizenship could have any adverse effect on Owner or any Note Holder), subject to
Section 9.02 of the Trust Indenture, resign (subject to the appointment of a replacement) as Mortgagee promptly upon its ceasing to be such a citizen. 
 Section 11. Miscellaneous. 
 11.1 Amendments. No
provision of this Agreement may be amended, supplemented, waived, modified, discharged, terminated or otherwise varied orally, but only by an instrument in writing that specifically identifies the provision of this Agreement that it purports to
amend, supplement, waive, modify, discharge, terminate or otherwise vary and is signed by the party against which the enforcement of the amendment, supplement, waiver, modification, discharge, termination or variance is sought. Each such amendment,
supplement, waiver, modification, discharge, termination or variance shall be effective only in the specific instance and for the specific purpose for which it is given. No provision of this Agreement shall be varied or contradicted by oral
communication, course of dealing or performance or other manner not set forth in an agreement, document or instrument in writing and signed by the party against which enforcement of the same is sought. 
  

 22 








 [Participation Agreement [NXXXUA]] 
  
 11.2 Severability. If any provision hereof shall be held
invalid, illegal or unenforceable in any respect in any jurisdiction, then, to the extent permitted by Law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and (b) such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction. If, however, any Law pursuant to which such provisions are held invalid, illegal or unenforceable may be waived, such Law is
hereby waived by the parties hereto to the full extent permitted, to the end that this Agreement shall be deemed to be a valid and binding agreement in all respects, enforceable in accordance with its terms. 
 11.3 Survival. Except as expressly provided herein, the indemnities set forth herein shall survive the delivery or return of the
Aircraft, the Transfer of any interest by any Note Holder of its Equipment Note and the expiration or other termination of this Agreement or any other Operative Agreement. 
 11.4 Reproduction of Documents. This Agreement, all schedules and exhibits hereto and all agreements, instruments and documents
relating hereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed and (b) financial statements, certificates and other information previously or hereafter furnished to any party hereto,
may be reproduced by such party by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process, and such party may destroy any original documents so reproduced. Any such reproduction shall be as admissible
in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such party in the regular course of business) and any enlargement,
facsimile or further reproduction of such reproduction likewise is admissible in evidence. 
 11.5 Counterparts. This
Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts (or upon separate signature pages bound together into one or more counterparts), each of which when so executed shall be deemed to be
an original, and all of which counterparts, taken together, shall constitute one and the same instrument. 
 11.6 No
Waiver. No failure on the part of any party hereto to exercise, and no delay by any party hereto in exercising, any of its respective rights, powers, remedies or privileges under this Agreement or provided at Law, in equity or otherwise shall
impair, prejudice or constitute a waiver of any such right, power, remedy or privilege or be construed as a waiver of any breach hereof or default hereunder or as an acquiescence therein nor shall any single or partial exercise of any such right,
power, remedy or privilege preclude any other or further exercise thereof by it or the exercise of any other right, power, remedy or privilege by it. No notice to or demand on any party hereto in any case shall, unless otherwise required under this
Agreement, entitle such party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of any party hereto to any other or further action in any circumstances without notice or demand.

  

 23 








 [Participation Agreement [NXXXUA]] 
  
 11.7 Notices. Unless otherwise expressly permitted by the
terms hereof, all notices, requests, demands, authorizations, directions, consents, waivers and other communications required or permitted to be made, given, furnished or filed hereunder shall be in writing (it being understood that the
specification of a writing in certain instances and not in others does not imply an intention that a writing is not required as to the latter), shall refer specifically to this Agreement or other applicable Operative Agreement, and shall be
personally delivered, sent by facsimile or telecommunication transmission (which in either case provides written confirmation to the sender of its delivery), sent by registered mail or certified mail, return receipt requested, postage prepaid, or
sent by overnight courier service, in each case to the respective address or facsimile number set forth for such party in Schedule 1, or to such other address, facsimile or other number as each party hereto may hereafter specify by notice to
the other parties hereto. Each such notice, request, demand, authorization, direction, consent, waiver or other communication shall be effective when received or, if made, given, furnished or filed by facsimile or telecommunication transmission,
when received unless received outside of business hours, in which case on the next open of business on a Business Day. 
 11.8
Governing Law; Submission to Jurisdiction; Venue. 
 (a) THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK. 
 (b) EACH PARTY HERETO HEREBY IRREVOCABLY AGREES, ACCEPTS AND SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN THE CITY AND COUNTY OF NEW YORK AND OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN CONNECTION WITH ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 
 (c) EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS AND AGREES TO THE SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS OF
ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY MAILING COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT THE ADDRESS SET FORTH PURSUANT TO SECTION 11.7. EACH PARTY HERETO HEREBY
AGREES THAT SERVICE UPON IT, OR ANY OF ITS AGENTS, IN EACH CASE IN ACCORDANCE WITH THIS SECTION 11.8(c), SHALL CONSTITUTE VALID AND EFFECTIVE PERSONAL SERVICE UPON SUCH PARTY, AND EACH PARTY HERETO HEREBY AGREES THAT THE FAILURE OF ANY OF ITS
AGENTS TO GIVE ANY NOTICE OF SUCH SERVICE TO ANY SUCH PARTY SHALL NOT IMPAIR OR AFFECT IN ANY WAY THE VALIDITY OF SUCH SERVICE ON SUCH PARTY OR ANY JUDGMENT RENDERED IN ANY ACTION OR PROCEEDING BASED THEREON. 
  

 24 








 [Participation Agreement [NXXXUA]] 
  
 (d) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY LEGAL ACTION OR PROCEEDING BROUGHT HEREUNDER IN ANY OF THE ABOVE-NAMED COURTS, THAT SUCH ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT VENUE FOR THE ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS. 
 (e) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN ANY COURT IN ANY JURISDICTION BASED UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 11.9 Third Party Beneficiary. This Agreement is not intended to, and shall not, provide any person not a party hereto
(other than the Indemnitees, each of which is an intended third party beneficiary with respect to the provisions of Section 7.1, and the persons referred to in Section 5.4.6, which are intended third party beneficiaries with respect to
such Section) with any rights of any nature whatsoever against any of the parties hereto and no person not a party hereto (other than the Indemnitees, with respect to the provisions of Section 7.1, and the persons referred to in
Section 5.4.6 with respect to the provisions of such Section) shall have any right, power or privilege in respect of any party hereto, or have any benefit or interest, arising out of this Agreement. 
 11.10 Entire Agreement. This Agreement, together with the other Operative Agreements, on and as of the date hereof, constitutes the
entire agreement of the parties hereto with respect to the subject matter hereof, and all prior or contemporaneous understandings or agreements, whether written or oral, among any of the parties hereto with respect to such subject matter are hereby
superseded in their entireties. 
 11.11 Further Assurances. Each party hereto shall execute, acknowledge and deliver or
shall cause to be executed, acknowledged and delivered, all such further agreements, instruments, certificates or documents, and shall do and cause to be done such further acts and things, in any case, as any other party hereto shall reasonably
request in connection with the administration of, or to carry out more effectively the purposes of, or to better assure and confirm into such other party the rights and benefits to be provided under this Agreement and the other Operative Agreements.

 [This space intentionally left blank] 
  


 25 








 [Participation Agreement [NXXXUA]] 
  
 IN WITNESS WHEREOF, each of the parties has caused this
Participation Agreement to be duly executed and delivered as of the day and year first above written. 
  

			
	 UNITED AIR LINES, INC.,
 Owner

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Mortgagee
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Pass Through Trustee under the Pass Through
Trust Agreement for the United Air Lines Pass Through Trust, 2009-2A-O 
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Pass Through Trustee under the Pass Through
Trust Agreement for the United Air Lines Pass Through Trust, 2009-2B-O 
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 26 








 [Participation Agreement [NXXXUA]] 
  

			
	 WILMINGTON TRUST COMPANY,
 not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent

		
	By:	 	  

	Name:	 	
	Title:	 	


  

 27 








 [Participation Agreement [NXXXUA]] 
  
 SCHEDULE 1 
 TO 
 PARTICIPATION AGREEMENT 
 ACCOUNTS; ADDRESSES 
 Address For Notices 
  

					
	UNITED AIR LINES, INC.	 	United Air Lines, Inc.
		 	 77 West Wacker Drive
 Chicago, IL 60601

		 	Attention:	  	Stephen R. Lieberman,
		 		  	Vice President & Treasurer,
		 	stephen.lieberman@united.com
		 	Telephone:	  	(312) 997-8000
		 	Facsimile:	  	(312) 997-8333, and
		
		 	General Counsel
		 	Telephone:	  	(312) 997-8000
		 	Facsimile:	  	(312) 997-8333
		
		 	with a copy to Vedder Price P.C.
		
	WILMINGTON TRUST COMPANY,	 	Wilmington Trust Company
	AS MORTGAGEE	 	1100 North Market Street
		 	Wilmington, Delaware 19890-0001
		 	Attention:	  	Corporate Trust Administration
		 	Facsimile:	  	(302) 636-4140
		 	Telephone:	  	(302) 636-6000
		
		 	Account Details:
		
	WILMINGTON TRUST COMPANY,	 	Wilmington Trust Company
	AS SUBORDINATION AGENT	 	ABA No. 031100092
		 	Account No. [                    ]
		 	Ref. N[XXX]UA
		
	WILMINGTON TRUST COMPANY,	 	Wilmington Trust Company
	AS PASS THROUGH TRUSTEE FOR THE	 	1100 North Market Street
	2009-2A-O PASS THROUGH TRUST	 	Wilmington, Delaware 19890-0001
		 	Attention:	  	Corporate Trust Administration
		 	Facsimile:	  	(302) 636-4140
		 	Telephone:	  	(302) 636-6000

  

 SCHEDULE 1 
 Page 1 








 [Participation Agreement [NXXXUA]] 
  

					
	WILMINGTON TRUST COMPANY,	 	Wilmington Trust Company
	 AS PASS THROUGH TRUSTEE FOR THE
 2009-2B-O PASS THROUGH TRUST
	 	 1100 North Market Street
 Wilmington, Delaware 19890-0001

		 	Attention:	  	Corporate Trust Administration
		 	Facsimile:	  	(302) 636-4140
		 	Telephone:	  	(302) 636-6000

  

 SCHEDULE 1 
 Page 2 








 [Participation Agreement [NXXXUA]] 
  
 SCHEDULE 2 
 TO 
 PARTICIPATION AGREEMENT 
 LOANS 
  

					
	 Pass Through
 Trustee
	  	 Series of
 Equipment Notes
	  	Dollar Amount
of Loan
	 United Air Lines 2009-2A-O
	  	Series A	  	$                    
	 United Air Lines 2009-2B-O
	  	Series B	  	$                    

  

 SCHEDULE 2 
 Page 1 








 [Participation Agreement [NXXXUA]] 
  
 SCHEDULE 3 
 TO 
 PARTICIPATION AGREEMENT 
 CERTAIN TERMS 
  

					
	 Minimum Liability Insurance Amount:
	  	[$	750,000,000	]9 
		
		  	[$	500,000,000	]10 

  
  

	9	 For 747s and 777s 



	10	 For A319s, A320s and 757s 


  

 SCHEDULE 3 
 Page 1 








 [Participation Agreement [NXXXUA]] 
  
 SCHEDULE 4 
 TO 
 PARTICIPATION AGREEMENT 
 PERMITTED COUNTRIES 
  

			
	Argentina	  	Kuwait
	Australia	  	Liechtenstein
	Austria	  	Luxembourg
	Bahamas	  	Malaysia
	Barbados	  	Malta
	Belgium	  	Mexico
	Bermuda Islands	  	Monaco
	Bolivia	  	Morocco
	Brazil	  	Netherlands
	British Virgin Islands	  	Netherland Antilles
	Canada	  	New Zealand
	Cayman Islands	  	Norway
	Chile	  	Oman
	Cyprus	  	Panama
	Czech Republic	  	Paraguay
	Denmark	  	People’s Republic of China
	Egypt	  	Philippines
	Ecuador	  	Poland
	Finland	  	Portugal
	France	  	Republic of China (Taiwan)
	Germany	  	Singapore
	Greece	  	South Africa
	Grenada	  	South Korea
	Guatemala	  	Spain
	Hong Kong	  	Sweden
	Hungary	  	Switzerland
	Iceland	  	Thailand
	India	  	Tobago
	Indonesia	  	Trinidad
	Ireland	  	Turkey
	Italy	  	United Kingdom
	Jamaica	  	Uruguay
	Japan	  	Venezuela

  

 SCHEDULE 4 
 Page 1 








 [Participation Agreement [NXXXUA]] 
  
 SCHEDULE 5 
 TO 
 PARTICIPATION AGREEMENT 
 PASS THROUGH TRUST SUPPLEMENTS 
 United Air Lines Pass Through Trust Supplement, Series 2009-2A-O 
 United Air Lines Pass Through Trust Supplement, Series 2009-2B-O 
  

 SCHEDULE 5 
 Page 1