Exhibit 4.1


 


EXECUTION
VERSION


 


 


PASS THROUGH TRUST AGREEMENT


 


Dated as of August 13, 2020


 


between


 


FEDERAL EXPRESS CORPORATION


 


and


 


WILMINGTON TRUST COMPANY,


 


as Trustee


 








     


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE I DEFINITIONS
	 	 	 	 	 
	Section 1.01.	 	Definitions	 	2
	Section 1.02.	 	Compliance Certificates and Opinions	 	11
	Section 1.03.	 	Form of Documents Delivered to Trustee	 	12
	Section 1.04.	 	Directions of Certificate Holders	 	12




 


	ARTICLE II ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF TRUST PROPERTY
	 	 	 	 	 
	Section 2.01.	 	Amount Unlimited; Issuable in Series	 	14
	Section 2.02.	 	Acquisition of Equipment Notes	 	17
	Section 2.03.	 	Acceptance by Trustee	 	19
	Section 2.04.	 	Limitation of Powers	 	19
	 	 	 	 	 
	ARTICLE III THE CERTIFICATES
	 	 	 	 	 
	Section 3.01.	 	Form, Denomination and Execution of Certificates	 	19
	Section 3.02.	 	Authentication of Certificates	 	20
	Section 3.03.	 	Temporary Certificates	 	20
	Section 3.04.	 	Transfer and Exchange	 	21
	Section 3.05.	 	Book-Entry and Definitive Certificates	 	21
	Section 3.06.	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	24
	Section 3.07.	 	Persons Deemed Owners	 	24
	Section 3.08.	 	Cancellation	 	24
	Section 3.09.	 	Limitation of Liability for Payments	 	25
	Section 3.10.	 	CUSIP Numbers	 	25
	 	 	 	 	 
	ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS
	 	 	 	 	 
	Section 4.01.	 	Certificate Account and Special Payments Account	 	25
	Section 4.02.	 	Distributions from Certificate Account and Special Payments Account	 	26
	Section 4.03.	 	Statements to Certificateholders	 	28
	Section 4.04.	 	Investment of Special Payment Moneys	 	28
	 	 	 	 	 
	ARTICLE V THE COMPANY
	 	 	 	 	 
	Section 5.01.	 	Maintenance of Corporate Existence	 	29
	Section 5.02.	 	Consolidation, Merger, Etc.	 	29



 






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	ARTICLE VI DEFAULT
	 	 	 	 	 
	Section 6.01.	 	Indenture Events of Default and Triggering Events	 	30
	Section 6.02.	 	Incidents of Sale of Equipment Notes	 	31
	Section 6.03.	 	Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit	 	32
	Section 6.04.	 	Control by Certificateholders	 	32
	Section 6.05.	 	Waiver of Past Defaults	 	33
	Section 6.06.	 	Right of Certificateholders to Receive Payments Not to Be Impaired	 	34
	Section 6.07.	 	Certificateholders May Not Bring Suit Except Under Certain Conditions	 	34
	Section 6.08.	 	Remedies Cumulative	 	35
	Section 6.09.	 	Discontinuance of Proceedings	 	35
	Section 6.10.	 	Undertaking for Costs	 	35
	 	 	 	 	 
	ARTICLE VII THE TRUSTEE
	 	 	 	 	 
	Section 7.01.	 	Certain Duties and Responsibilities	 	35
	Section 7.02.	 	Notice of Defaults	 	36
	Section 7.03.	 	Certain Rights of Trustee	 	37
	Section 7.04.	 	Not Responsible for Recitals or Issuance of Certificates	 	38
	Section 7.05.	 	May Hold Certificates	 	38
	Section 7.06.	 	Money Held in Trust	 	38
	Section 7.07.	 	Compensation and Reimbursement	 	38
	Section 7.08.	 	Corporate Trustee Required; Eligibility	 	40
	Section 7.09.	 	Resignation and Removal; Appointment of Successor	 	40
	Section 7.10.	 	Acceptance of Appointment by Successor	 	42
	Section 7.11.	 	Merger, Conversion, Consolidation or Succession to Business	 	42
	Section 7.12.	 	Maintenance of Agencies	 	43
	Section 7.13.	 	Money for Certificate Payments to Be Held in Trust	 	44
	Section 7.14.	 	Registration of Equipment Notes in Trustee’s Name	 	44
	Section 7.15.	 	Representations and Warranties of Trustee	 	45
	Section 7.16.	 	Withholding Taxes; Information Reporting	 	46
	Section 7.17.	 	Trustee’s Liens	 	46
	Section 7.18.	 	Preferential Collection of Claims	 	46
	Section 7.19.	 	Capacity in Which Acting	 	46
	 	 	 	 	 
	ARTICLE VIII CERTIFICATEHOLDERS’ LISTS AND REPORTS BY TRUSTEE
	 	 	 	 	 
	Section 8.01.	 	The Company to Furnish Trustee with Names and Addresses of Certificateholders	 	47
	Section 8.02.	 	Preservation of Information; Communications to Certificateholders	 	47
	Section 8.03.	 	Reports by Trustee	 	47
	Section 8.04.	 	Reports by the Company	 	47



 






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	ARTICLE IX SUPPLEMENTAL AGREEMENTS
	 	 	 	 	 
	Section 9.01.	 	Supplemental Agreements Without Consent of Certificateholders	 	48
	Section 9.02.	 	Supplemental Agreements with Consent of Certificateholders	 	50
	Section 9.03.	 	Documents Affecting Immunity or Indemnity	 	51
	Section 9.04.	 	Execution of Supplemental Agreements	 	51
	Section 9.05.	 	Effect of Supplemental Agreements	 	51
	Section 9.06.	 	Conformity with Trust Indenture Act	 	52
	Section 9.07.	 	Reference in Certificates to Supplemental Agreements	 	52
	 	 	 	 	 
	ARTICLE X AMENDMENTS TO INDENTURES AND OTHER NOTE DOCUMENTS
	 	 	 	 	 
	Section 10.01.	 	Amendments and Supplements to Indentures and Other Note Documents	 	52
	 	 	 	 	 
	ARTICLE XI TERMINATION OF TRUSTS
	 	 	 	 	 
	Section 11.01.	 	Termination of the Trusts	 	53
	 	 	 	 	 
	ARTICLE XII MISCELLANEOUS PROVISIONS
	 	 	 	 	 
	Section 12.01.	 	Limitation on Rights of Certificateholders	 	54
	Section 12.02.	 	Certificates Nonassessable and Fully Paid	 	54
	Section 12.03.	 	Registration of Equipment Notes in Name of Subordination Agent	 	54
	Section 12.04.	 	Notices	 	55
	Section 12.05.	 	Governing Law	 	56
	Section 12.06.	 	Severability of Provisions	 	56
	Section 12.07.	 	Trust Indenture Act Controls	 	56
	Section 12.08.	 	Effect of Headings and Table of Contents	 	56
	Section 12.09.	 	Successors and Assigns	 	56
	Section 12.10.	 	Benefits of Agreement	 	57
	Section 12.11.	 	Legal Holidays	 	57
	Section 12.12.	 	Counterparts	 	57
	Section 12.13.	 	Communication by Certificateholders with Other Certificateholders	 	57
	Section 12.14.	 	Normal Commercial Relations	 	57
	Section 12.15.	 	No Recourse Against Others	 	57




 






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Reconciliation and tie between FedEx Pass Through Trust Agreement,
dated as of August 13, 2020 and the Trust Indenture Act of 1939. This reconciliation does not constitute part of the Pass
Through Trust Agreement.


 


	
        Trust Indenture Act of 1939
        Section
	 	
        Pass Through Trust Agreement
        Section

	 	 	 
	310(a)(1)	 	7.08
	(a)(2)	 	7.08
	312(a)	 	7.12; 8.01; 8.02
	313(a)	 	8.03
	313(b)	 	8.03
	314(a)(1)-(3)	 	8.04(a)-(c)
	(a)(4)	 	8.04(d)
	(c)(1)	 	1.02
	(c)(2)	 	1.02
	(d)(1)	 	1.02; 7.13; 11.01
	(d)(2)	 	1.02; 7.13; 11.01
	(d)(3)	 	1.02; 2.01
	(e)	 	1.02
	315(b)	 	7.02
	315(c)	 	7.01(b)
	316(a)(last sentence)	 	1.04(c)
	(a)(1)(A)	 	6.04
	(a)(1)(B)	 	6.05
	(b)	 	6.06
	(c)	 	1.04(d)
	317(a)(1)	 	6.03
	(b)	 	7.13
	318(a)	 	12.07


 






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PASS THROUGH TRUST AGREEMENT


 


This PASS THROUGH TRUST AGREEMENT, dated
as of August 13, 2020 (the “Basic Agreement”), between Federal Express Corporation, a Delaware corporation (the
“Company”), and Wilmington Trust Company, as Trustee, is made with respect to the formation from time to time of separate
FedEx Pass Through Trusts, and the issuance from time to time of separate series of Pass Through Certificates representing fractional
undivided interests in the respective Trusts.


 


W I T N E S S E T H:


 


WHEREAS, from time to time, the Company
and the Trustee may enter into one or more Trust Supplements (this and certain other defined terms used herein are defined in Section 1.01)
pursuant to which the Trustee shall declare the creation of a separate Trust for the benefit of the Holders of the series of Certificates
to be issued in respect of such Trust, and the initial Holders of the Certificates of such series, as the grantors of such Trust,
by their respective acceptances of the Certificates of such series, shall join in the creation of such Trust with the Trustee;


 


WHEREAS, all Certificates to be issued in
respect of each separate Trust will be issued as a separate series pursuant to this Agreement, will evidence fractional undivided
interests in such Trust and will have no rights, benefits or interests in respect of any other separate Trust or the property held
therein, subject, however, to the provisions of any Intercreditor Agreement to which one or more Trustees with respect to one or
more Trusts may be a party and to any provisions to the contrary in any applicable Trust Supplement;


 


WHEREAS, from time to time, pursuant to
the terms and conditions of this Agreement with respect to each separate Trust formed hereunder, the Trustee on behalf of such
Trust shall purchase one or more issues of Equipment Notes having the identical interest rate as, and final maturity dates not
later than the final Regular Distribution Date of, the series of Certificates issued in respect of such Trust and, subject to the
terms of any related Intercreditor Agreement and to any terms to the contrary in any applicable Trust Supplement, shall hold such
Equipment Notes in trust for the benefit of the Certificateholders of such Trust;


 


WHEREAS, to facilitate the sale of Equipment
Notes to, and the purchase of Equipment Notes by, the Trustee on behalf of each Trust created from time to time pursuant to this
Agreement, the Company as the “issuer”, as such term is defined in and solely for purposes of the Securities Act, of
the Certificates to be issued in respect of each Trust and as the “obligor”, as such term is defined in and solely
for purposes of the Trust Indenture Act, has duly authorized the execution and delivery of this Basic Agreement and is undertaking
to perform certain administrative and ministerial duties hereunder and is also undertaking to pay the fees and expenses of the
Trustee; and


 


WHEREAS, this Agreement, as supplemented
from time to time, is subject to the provisions of the Trust Indenture Act and shall, to the extent applicable, be governed by
such provisions;


 






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NOW, THEREFORE, in consideration of the
mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01.     Definitions.
For all purposes of this Basic Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


		(1)	the terms used herein that are defined in this Article I have the meanings assigned to them in this Article I, and
include the plural as well as the singular;



 


		(2)	all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, or by the
rules promulgated under the Trust Indenture Act, have the meanings assigned to them therein;



 


		(3)	all references in this Basic Agreement to designated “Articles”, “Sections”, “Subsections”
and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Basic Agreement;



 


		(4)	the words “herein”, “hereof” and “hereunder” and other words of similar import refer to
this Basic Agreement as a whole and not to any particular Article, Section, Subsection or other subdivision;



 


		(5)	unless the context otherwise requires, whenever the words “including”, “include” or “includes”
are used herein, it shall be deemed to be followed by the phrase “without limitation”; and



 


		(6)	the term “this Agreement” (as distinguished from “this Basic Agreement”) refers, unless the context
otherwise requires, to this Basic Agreement as supplemented by the Trust Supplement creating a particular Trust and establishing
the series of Certificates issued or to be issued in respect thereof, with reference to such Trust and such series of Certificates,
as this Basic Agreement as so supplemented may be further supplemented with respect to such Trust and such series of Certificates.



 


“Act”: has the meaning, with respect
to any Certificateholder, specified in Section 1.04(a).


 


“Affiliate”: means, with respect
to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such Person. For the purposes of this definition, “control”, when used with respect to any specified Person,
means the power, directly or indirectly, to direct the management and policies of such Person, whether through the ownership of
voting securities or by contract or otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.


 








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“Aircraft”: means one or more
aircraft, including engines therefor, owned by or leased to the Company and securing one or more Equipment Notes.


 


“Authorized Agent”: means, with
respect to the Certificates of any series, any Paying Agent or Registrar for the Certificates of such series.


 


“Basic Agreement”: means this
Pass Through Trust Agreement, as the same may from time to time be supplemented, amended or modified, but does not include any
Trust Supplement.


 


“Book-Entry Certificates”: means,
with respect to the Certificates of any series, a beneficial interest in the Certificates of such series, ownership and transfers
of which shall be made through book entries as described in Section 3.05.


 


“Business Day”: means, with respect
to the Certificates of any series, any day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized
to close in New York, New York, Memphis, Tennessee or, so long as any Certificate of such series is outstanding, the city and state
in which the Trustee or any related Loan Trustee maintains its Corporate Trust Office or receives and disburses funds.


 


“Certificate”: means any one of
the certificates executed and authenticated by the Trustee, substantially in the form specified in the relevant Trust Supplement.


 


“Certificate Account”: means,
with respect to the Certificates of any series, the account or accounts created and maintained for such series pursuant to Section 4.01(a) and
the related Trust Supplement.


 


“Certificateholder or Holder”:
means, with respect to the Certificates of any series, the Person in whose name a Certificate of such series is registered in the
Register for Certificates of such series.


 


“Certificate Owner”: means, with
respect to the Certificates of any series, for purposes of Section 3.05, a Person who owns a Book-Entry Certificate of such
series.


 


“Clearing Agency”: means an organization
registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.


 


“Clearing Agency Participant”:
means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects,
directly or indirectly, book-entry transfers and pledges of securities deposited with the Clearing Agency.


 


“Company”: means Federal Express
Corporation, a Delaware corporation, or its successor in interest pursuant to Section 5.02.


 






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“Controlling Party”: means, with
respect to the Certificates of any series, the Person entitled to act as such pursuant to the terms of the related Intercreditor
Agreement.


 


“Corporate Trust Office”: means,
with respect to the Trustee or any Loan Trustee, the office of such trustee in the city at which at any particular time its corporate
trust business shall be principally administered.


 


“Cut-off Date”: means, with respect
to the Certificates of any series, the date designated as such in the Trust Supplement establishing such series.


 


“Definitive Certificates”: has
the meaning, with respect to the Certificates of any series, specified in Section 3.05.


 


“Direction”: has the meaning specified
in Section 1.04(a).


 


“Distribution Date”: means any
Regular Distribution Date, Special Distribution Date or Initial Regular Distribution Date.


 


“Equipment Note”: means, with
respect to any Trust, any one of the notes, certificates or instruments issued pursuant to any Indenture and described as “Equipment
Notes” in, or on a schedule attached to, the Trust Supplement in respect of such Trust and to be held by the Trustee as part
of such Trust, including any Equipment Note (as so defined) issued under the applicable Indenture in replacement thereof or substitution
therefor.


 


“ERISA”: means the Employee Retirement
Income Security Act of 1974, as amended from time to time, or any successor federal statute.


 


“Escrow Account”: has the meaning,
with respect to any Trust, specified in Section 2.02(b).


 


“Escrowed Funds”: has the meaning,
with respect to any Trust, specified in Section 2.02(b).


 


“Event of Default”: means, in
respect of any Trust, an Indenture Event of Default under any Indenture pursuant to which Equipment Notes held by such Trust were
issued and such other event designated under the related Trust Supplement as an “Event of Default”.


 


“Fractional Undivided Interest”:
means the fractional undivided interest in a Trust that is evidenced by a Certificate relating to such Trust.


 


“Indenture”: means, with respect
to any Trust, each of the one or more separate trust indenture and security agreements or trust indenture and mortgages or similar
documents described in, or on a schedule attached to, the Trust Supplement relating to an Aircraft and an indenture or other similar
document having substantially the same terms and conditions which relates to a Substitute Aircraft, as each such indenture is amended
or supplemented in accordance with its respective terms; and “Indentures” means all of such agreements.


 






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“Indenture Event of Default”:
means, with respect to any Indenture, any Event of Default (as such term is defined in such Indenture).


 


“Initial Regular Distribution Date”:
means, with respect to the Certificates of any series, the first Regular Distribution Date on which a Scheduled Payment is to be
made.


 


“Intercreditor Agreement”: means
(a) any agreement by and among the Trustee, as trustee with respect to one or more Trusts, one or more Liquidity Providers,
if applicable, and a Subordination Agent providing, among other things, for the distribution of payments made in respect of Equipment
Notes held by such Trusts, or (b) such other agreement or agreements designated as an “Intercreditor Agreement”
in the Trust Supplement relating to any Trust.


 


“Issuance Date”: means, with respect
to the Certificates of any series, the date of the issuance of such Certificates.


 


“Lease”: means any lease between
an Owner Trustee, as the lessor (or such other Person acting as the lessor), and the Company, as the lessee, referred to in the
related Indenture, as such lease may be amended, supplemented or otherwise modified in accordance with its terms; and “Leases”
means all such Leases.


 


“Letter of Representations”: means,
with respect to the Certificates of any series, an agreement among the Company, the Trustee and the initial Clearing Agency substantially
in the form attached as an Exhibit to the related Trust Supplement, as such letter may be modified or supplemented, or any
successor letter thereto.


 


“Liquidity Facility”: means, with
respect to the Certificates of any series or any Equipment Notes, (a) any revolving credit agreement, letter of credit, bank
guarantee, insurance policy, surety bond or financial guaranty or any other type of agreement or arrangement for the provision
of insurance, a guarantee or other credit enhancement or liquidity support relating to the Certificates of such series between
a Liquidity Provider and a Subordination Agent or one or more other Persons, as amended, replaced, supplemented or otherwise modified
from time to time in accordance with its terms and, if applicable, the terms of any Intercreditor Agreement, or (b) such other
agreement or agreements designated as a “Liquidity Facility” in the Trust Supplement relating to any Trust.


 


“Liquidity Provider”: means, with
respect to the Certificates of any series, a bank, insurance company, financial institution or other Person that agrees to provide
a Liquidity Facility for the benefit of the holders of Certificates of such series.


 


“Loan Trustee”: means, with respect
to any Equipment Note or the Indenture applicable thereto, the bank, trust company or other financial institution designated as
loan or indenture trustee under such Indenture, and any successor to such Loan Trustee as such trustee; and “Loan Trustees”
means all of the Loan Trustees under the Indentures.


 


“Note Documents”: means, with
respect to the Certificates of any series, the Equipment Notes with respect to such Certificates and, with respect to such Equipment
Notes, the related Indenture, Participation Agreement, and, if the related Aircraft is leased to the Company, the related Lease
and the related Purchase Agreement Assignment (as defined in the related Lease), if any, and if the Parent has guaranteed the obligations
of the Company under any such Equipment Notes or Leases, the Parent Guarantee.


 








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“Officer’s Certificate”:
means a certificate signed in the case of the Company, the Trustee, an Owner Trustee or a Loan Trustee, a Responsible Officer of
the Company, the Trustee or such Owner Trustee or such Loan Trustee, as the case may be.


 


“Opinion of Counsel”: means a
written opinion of legal counsel who: (a) in the case of counsel for the Company may be either a senior attorney of the Company
one of whose principal duties is furnishing advice as to legal matters, or such outside counsel designated by the Company and reasonably
acceptable to the Trustee, and (b) in the case of any Owner Trustee or any Loan Trustee, such counsel as they may designate,
whether or not such counsel is an employee of any of them, and who shall be reasonably acceptable to the Trustee.


 


“Outstanding”: when used with
respect to Certificates of any series, means, as of the date of determination, all Certificates of such series theretofore authenticated
and delivered under this Agreement, except:


 


(i)            Certificates
of such series theretofore cancelled by the Registrar or delivered to the Trustee or the Registrar for cancellation;


 


(ii)            all
of the Certificates of such series if money in the full amount required to make the final distribution with respect to such series
pursuant to Section 11.01 hereof has been theretofore deposited with the Trustee in trust for the Holders of the Certificates
of such series as provided in Section 4.01, pending distribution of such money to such Certificateholders pursuant to payment
of such final distribution payment; and


 


(iii)            Certificates
of such series in exchange for or in lieu of which other Certificates of such series have been authenticated and delivered pursuant
to this Agreement.


 


“Owner Participant”: means, with
respect to any Equipment Note, the “Owner Participant”, if any, as referred to in the Indenture pursuant to which such
Equipment Note is issued and any permitted successor or assign of such Owner Participant; and “Owner Participants”
at any time of determination means all of the Owner Participants thus referred to in the Indentures.


 


“Owner Trustee”: means, with respect
to any Equipment Note, the “Owner Trustee”, if any, as referred to in the Indenture pursuant to which such Equipment
Note is issued, not in its individual capacity but solely as trustee; and “Owner Trustees” means all of the Owner
Trustees party to any of the related Indentures.


 


“Parent”: means FedEx Corporation,
a Delaware corporation, and its successors and assigns.


 


“Parent Guarantee”: means, with
respect to the Certificates of any series, a guarantee by the Parent of the obligations of the Company under any Equipment Notes
other than those issued by an Owner Trustee or any Leases related to Equipment Notes to be acquired and held in the Trust as to
which the Certificates of such series represent fractional undivided interests.


 








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“Participation Agreement”: means,
with respect to the Certificates of any series, any participation, note purchase agreement or similar agreement providing for,
among other things, the purchase of Equipment Notes by the Trustee on behalf of the relevant Trust; and “Participation
Agreements” means all of such agreements.


 


“Paying Agent”: means, with respect
to the Certificates of any series, the paying agent maintained and appointed for the Certificates of such series pursuant to Section 7.12.


 


“Permitted Investments”: means
obligations of the United States of America or agencies or instrumentalities thereof for the payment of which the full faith and
credit of the United States of America is pledged, maturing in not more than 60 days after the date of acquisition thereof or such
lesser time as is required for the distribution of any Special Payments on a Special Distribution Date.


 


“Person”: means any person, including
any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, trustee,
unincorporated organization, or government or any agency or political subdivision thereof.


 


“Pool Balance”: means, with respect
to the Certificates of any series as of any date, except to the extent otherwise provided in the applicable Trust Supplements,
(i) the original aggregate face amount of the Certificates of such series less (ii) the aggregate amount of all distributions
made in respect of such Certificates other than distributions made in respect of interest or premium or reimbursement of any costs
or expenses incurred in connection therewith. The Pool Balance as of any Regular Distribution Date or Special Distribution Date
with respect to such series shall be computed after giving effect to the payment of principal, if any, on the Equipment Notes or
other Trust Property held in the Trust and the distribution thereof to be made on such date.


 


“Pool Factor”: means, with respect
to any series of Certificates as of any date, except to the extent otherwise provided in the applicable Trust Supplement, the quotient
(rounded to the seventh decimal place, with 0.00000005 being rounded upward) computed by dividing (i) the Pool Balance of
such series as of such date by (ii) the original aggregate face amount of the Certificates of such series. The Pool Factor
as of any Regular Distribution Date or Special Distribution Date with respect to such series shall be computed after giving effect
to the payment of principal, if any, on the Equipment Notes or other Trust Property held in the Trust relating to such series and
the distribution thereof to be made on such date.


 


“Postponed Notes”: means, with
respect to any Trust or the related series of Certificates, the Equipment Notes to be held in such Trust as to which a Postponement
Notice shall have been delivered pursuant to Section 2.02(b).


 






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“Postponement Notice”: means,
with respect to any Trust or the related series of Certificates, an Officer’s Certificate of the Company: (i) requesting
that the Trustee temporarily postpone purchase of the related Equipment Notes to a date later than the Issuance Date of such series
of Certificates, (ii) identifying the amount of the purchase price of each such Equipment Note and the aggregate purchase
price for all such Equipment Notes, (iii) setting forth the reasons for such postponement, and (iv) with respect to each
such Equipment Note, either (a) setting or resetting a new Transfer Date (which shall be on or prior to the applicable Cut-off
Date) for payment by the Trustee of such purchase price and issuance of the related Equipment Note (subject to subsequent change
from time to time in accordance with the relevant Participation Agreement), or (b) indicating that such new Transfer Date
(which shall be on or prior to the applicable Cut-off Date) will be set by subsequent written notice not less than one Business
Day prior to such new Transfer Date (subject to subsequent change from time to time in accordance with the relevant Participation
Agreement).


 


“Potential Purchaser”: has the
meaning, with respect to any Certificateholder, specified in Section 6.01(d).


 


“Purchasing Certificateholder”:
has the meaning, with respect to any Certificateholder, specified in Section 6.01(d).


 


“Rating Agency”: has the meaning
specified in the Intercreditor Agreement.


 


“Record Date”: means, with respect
to any Trust or the related series of Certificates, (i) for Scheduled Payments to be distributed on any Regular Distribution
Date, other than the final distribution with respect to such series, the 15th day (whether or not a Business Day) preceding such
Regular Distribution Date, or such other date as shall be specified for such series in the applicable Trust Supplement, and (ii) for
Special Payments to be distributed on any Special Distribution Date, other than the final distribution with respect to such series,
the 15th day (whether or not a Business Day) preceding such Special Distribution Date, or such other date as shall be specified
for such series in the applicable Trust Supplement.


 


“Register and Registrar”: means,
with respect to the Certificates of any series, the register maintained and the registrar appointed pursuant to Sections and 7.12,
respectively.


 


“Regular Distribution Date”: means,
with respect to distributions of Scheduled Payments in respect of any series of Certificates, each date designated as such in this
Agreement, until payment of all the Scheduled Payments to be made under the Equipment Notes held in the Trust have been made or
until such Equipment Notes have been redeemed or otherwise prepaid in full.


 


“Request”: means a request by
the Company setting forth the subject matter of the request accompanied by an Officer’s Certificate and an Opinion of Counsel
as provided in Section 1.02 of this Basic Agreement.


 


“Responsible Officer”: means,
with respect to any Trustee, any Loan Trustee and any Owner Trustee, any officer in the Corporate Trust Department or similar department
of the Trustee, such Loan Trustee or such Owner Trustee, as the case may be, or any other officer customarily performing functions
similar to those performed by the persons who at the time shall be such officers or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with a particular subject, and with respect to the Company, its Chairman of the Board,
its President, any Senior Vice President, the Chief Financial Officer, any Vice President, the Treasurer, the Controller or the
Secretary.


 








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“Responsible Party”: means, with
respect to the Certificates of any series, the Company or the other Person designated as such in the related Trust Supplement.


 


“Scheduled Payment”: means, with
respect to any Equipment Note, except to the extent otherwise provided in the applicable Trust Supplement, (i) any payment
of principal or interest on such Equipment Note (other than any such payment which is not in fact received by the Trustee or any
Subordination Agent within five days after the date on which such payment is scheduled to be made) or (ii) any distribution
in respect of principal or interest on such Equipment Note to the Holders of the Certificates of any series with funds drawn under
the Liquidity Facility for such series (other than any such payment which is not in fact received by the Trustee or any Subordination
Agent within five days after the date upon which payment is scheduled to be made), which payment in the case of clause (i) or
clause (ii) represents or is paid in respect of an installment of principal on such Equipment Note at the stated maturity
of such installment, or the payment of regularly scheduled interest accrued on the unpaid principal amount of such Equipment Note,
or both; provided, however, that any payment of principal, premium, if any, or interest resulting from the redemption or purchase
of any Equipment Note shall not constitute a Scheduled Payment.


 


“SEC”: means the Securities and
Exchange Commission, as from time to time constituted or created under the Securities Exchange Act of 1934, as amended, or, if
at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties on such date.


 


“Securities Act”: means the Securities
Act of 1933, as amended.


 


“Selling Certificateholder”: has
the meaning, with respect to any Certificateholder, specified in Section 6.01(d).


 


“Special Distribution Date”: means,
with respect to the Certificates of any series, each date on which a Special Payment is to be distributed as specified in this
Agreement.


 


“Special Payment”: means, except
to the extent otherwise provided in the applicable Trust Supplement, (i) any payment (other than a Scheduled Payment) in respect
of, or any proceeds of, any Equipment Note held in a Trust or the Collateral or Trust Indenture Estate, as the case may be (in
each case, as defined in each Indenture relating to such Trust), (ii) the amounts required to be distributed pursuant to the
last paragraph of Section 2.02(b), or (iii) the amounts required to be distributed pursuant to the penultimate paragraph
of Section 2.02(b).


 


“Special Payments Account”: means,
with respect to the Certificates of any series, the account or accounts created and maintained for such series pursuant to Section 4.01(b) and
the related Trust Supplement.


 






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“Specified Investments”: means,
with respect to any Trust, unless otherwise specified in the related Trust Supplement, (i) obligations of the United States
Government or agencies thereof, or obligations guaranteed by the United States Government, (ii) open market commercial paper
of any corporation incorporated under the laws of the United States of America or any State thereof rated at least P-2 or its equivalent
by Moody’s Investors Service, Inc. or at least A-2 or its equivalent by Standard & Poor’s Ratings Services,
a Standard & Poor’s Financial Services LLC business (including the Trustee if such conditions are met), (iii) certificates
of deposit issued by commercial banks organized under the laws of the United States or of any political subdivision thereof having
a combined capital and surplus in excess of $500,000,000 which banks or their holding companies have a rating of A or its equivalent
by Moody’s Investors Service, Inc. or A2 or its equivalent by Standard & Poor’s Ratings Services, a Standard &
Poor’s Financial Services LLC business (including the Trustee if such conditions are met); provided, however, that the aggregate
amount at any one time so invested in certificates of deposit issued by any one bank shall not exceed 5% of such bank’s capital
and surplus, (iv) U.S. dollar denominated offshore certificates of deposit issued by, or offshore time deposits with, any
commercial bank described in clause (iii) above or any subsidiary thereof, and (v) repurchase agreements with any financial
institution having combined capital and surplus of at least $500,000,000 (including the Trustee if such conditions are met) with
any of the obligations described in clauses (i) through (iv) as collateral; provided further that if all of the above
investments are unavailable, the entire amounts to be invested may be used to purchase federal funds from an entity described in
clause (iii) above; and provided further that no investment shall be eligible as a “Specified Investment” unless
the final maturity or date of return of such investment is at least one Business Day prior to the Special Distribution Date next
following the Cut-off Date for such Trust. The Trustee is hereby authorized, in making any investment described herein, to deal
with itself (in its individual capacity) or with any one or more of its Affiliates, whether it or such Affiliate is acting as an
agent of the Trustee or for any third person or dealing as principal for its own account.


 


“Subordination Agent”: has the
meaning, with respect to the Certificates of any series, specified therefor in the relevant Intercreditor Agreement.


 


“Substitute Aircraft”: means,
with respect to any Trust, any Aircraft of a type specified in the applicable Trust Supplement and, at the election of the Company,
substituted prior to the applicable Cut-off Date, if any, pursuant to the terms of the applicable Trust Supplement.


 


“Transfer Date”: has the meaning,
with respect to the Certificates of any series, assigned to that term or any of the terms “Delivery Date”, “Funding
Date” or “Closing Date” in any relevant Participation Agreement, and in any event refers to any such date as
it may be changed from time to time in accordance with the terms of such Participation Agreement.


 


“Triggering Event”: has the meaning,
with respect to the Certificates of any series, specified therefor in the relevant Intercreditor Agreement.


 


“Trust”: means, with respect to
the Certificates of any series, the separate trust created under this Basic Agreement and the applicable Trust Supplement.


 


“Trustee”: means, with respect
to any particular Trust, the institution executing this Basic Agreement as the Trustee, or its successor in interest, and any successor
or other trustee appointed as provided herein (it being understood that the same institution need not act as the Trustee in respect
of all of the Trusts created pursuant to this Basic Agreement and the Trust Supplements).


 








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“Trust Indenture Act”: means,
with respect to any particular Trust, the Trust Indenture Act of 1939, as amended and in force at the date as of which the related
Trust Supplement was executed.


 


“Trust Property”: means, with
respect to any Trust, except to the extent otherwise provided in the applicable Trust Supplement, (i) subject to any related
Intercreditor Agreement, the Equipment Notes held as the property of such Trust, all monies at any time paid thereon and all monies
due and to become due thereunder, (ii) debt instruments, if any, issued by the Company or the Parent in accordance with the
first paragraph of Section 2.02(b), (iii) funds from time to time deposited in the related Escrow Account, the related
Certificate Account and the related Special Payments Account and, subject to any related Intercreditor Agreement, any proceeds
from the sale by the Trustee pursuant to Article VI hereof of any Equipment Note referred to in (i) above, (iv) all
rights of such Trust and the Trustee, on behalf of the Trust, under any Intercreditor Agreement or Liquidity Facility, including,
without limitation, all rights to receive all monies and other property payable thereunder, and (v) all monies or other property
receivable under any Intercreditor Agreement or Liquidity Facility for such Trust.


 


“Trust Supplement”: means an agreement
supplemental hereto pursuant to which (i) a separate Trust is created for the benefit of the Holders of the Certificates of
a series, (ii) the issuance of the Certificates of such series representing fractional undivided interests in such Trust is
authorized and (iii) the terms of the Certificates of such series are established, as such agreement may from time to time
be supplemented, amended or otherwise modified.


 


Section 1.02.     Compliance
Certificates and Opinions. Upon any application or request (except with respect to matters set forth in Article II)
by the Company, any Owner Trustee or any Loan Trustee to the Trustee to take any action under any provision of this Basic Agreement
or, in respect of the Certificates of any series, this Agreement, the Company, such Owner Trustee or such Loan Trustee, as the
case may be, shall furnish to the Trustee (i) an Officer’s Certificate stating that, in the opinion of the signer or
signers, all conditions precedent, if any, provided for in this Basic Agreement or this Agreement relating to the proposed action
have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent,
if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Basic Agreement or this Agreement relating to such particular application
or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with
a condition or covenant provided for in this Basic Agreement or, in respect of the Certificates of any series, this Agreement
(other than a certificate provided pursuant to Section 8.04(d)) or any Trust Supplement shall include:


 


		(1)	a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions
in this Basic Agreement or this Agreement relating thereto;



 






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		(2)	a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;



 


		(3)	a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and



 


		(4)	a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.



 


Section 1.03.     Form of
Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only
one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to other matters and any such Person may certify or give an
opinion as to such matters in one or several documents.


 


Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Basic
Agreement or, in respect of the Certificates of any series, this Agreement, they may, but need not, be consolidated and form one
instrument.


 


Section 1.04.     Directions
of Certificate Holders. (a) Any direction, consent, request, demand, authorization, notice, waiver or other action
provided by this Agreement or in respect of the Certificates of any series to be given or taken by Certificateholders (a “Direction”)
may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in
person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the Trustee and, when it is expressly required pursuant
to this Agreement, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Certificateholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such agent or proxy shall be sufficient for any purpose
of this Agreement and conclusive in favor of the Trustee, the Company and the related Loan Trustee, if made in the manner provided
in this Section 1.04.


 


(a)            The
fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public
or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing
such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any
such notary or such other officer, and where such execution is by an officer of a corporation or association or a member of a partnership,
on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other reasonable manner which the Trustee deems sufficient.


 








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(b)            In
determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding
have given any Direction under this Agreement, Certificates owned by the Company, any related Owner Trustee, any related Owner
Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such
determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which
the Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100%
of the Certificates of any series Outstanding, such Certificates shall not be so disregarded, and (ii) if any amount of Certificates
of any series owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Certificates and that the
pledgee is not the Company, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person.


 


(c)            The
Company may, at its option, by delivery of an Officer’s Certificate to the Trustee, set a record date to determine the Certificateholders
in respect of the Certificates of any series entitled to give any Direction. Notwithstanding Section 316(c) of the Trust
Indenture Act, such record date shall be the record date specified in such Officer’s Certificate, which shall be a date not
more than 30 days prior to the first solicitation of Certificateholders of the applicable series in connection therewith. If such
a record date is fixed, such Direction may be given before or after such record date, but only the Certificateholders of record
of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the purposes
of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized
or agreed or consented to such Direction, and for that purpose the Outstanding Certificates of such series shall be computed as
of such record date; provided, however, that no such Direction by the Certificateholders on such record date shall be deemed
effective unless it shall become effective pursuant to the provisions of this Agreement not later than one year after such record
date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which
a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically
and with no action by any Person be deemed cancelled and of no effect).


 


(d)            Any
Direction by the Holder of any Certificate shall bind the Holder of every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of such Direction is made upon such Certificate.


 


(e)            Except
as otherwise provided in Section 1.04(c), Certificates of any series owned by or pledged to any Person shall have an equal
and proportionate benefit under the provisions of this Agreement, without preference, priority or distinction as among all of the
Certificates of such series.


 






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(f)            The
Company and the Trustee may make reasonable rules for action by or at a meeting of Certificateholders.


 


ARTICLE II


 


ORIGINAL
ISSUANCE OF CERTIFICATES;

ACQUISITION OF TRUST PROPERTY


 


Section 2.01.     Amount
Unlimited; Issuable in Series. (a) The aggregate face amount of Certificates that may be authenticated and
delivered under this Basic Agreement is unlimited. The Certificates may be issued from time to time in one or more series and
shall be designated generally as the “Pass Through Certificates”, with such further designations added or incorporated
in such title for the Certificates of each series as are specified in the related Trust Supplement. Each Certificate shall bear
upon its face the designation so selected for the series to which it belongs. All Certificates of the same series shall be substantially
identical except that the Certificates of a series may differ as to denomination and as may otherwise be provided in the Trust
Supplement establishing the Certificates of such series. Each series of Certificates issued pursuant to this Agreement will evidence
fractional undivided interests in the related Trust and, except as may be specified in any Intercreditor Agreement or in the applicable
Trust Supplement, will have no rights, benefits or interests in respect of any other Trust or the Trust Property held therein.
All Certificates of the same series shall be in all respects equally and ratably entitled to the benefits of this Agreement without
preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with
the terms and provisions of this Agreement.


 


(a)          The
following matters shall, if applicable, be established with respect to the Certificates of each series issued hereunder by a Trust
Supplement executed and delivered (x) by and between the Company and the Trustee, or (y) if the Parent will guarantee
the obligations of the Company under any Equipment Notes or any Leases related to Equipment Notes to be acquired and held in the
Trust formed by such Trust Supplement, and the Company shall so determine, by and among the Parent, the Company and the Trustee:


 


		(1)	the formation of the Trust as to which the Certificates of such series represent fractional undivided interests and its designation
(which designation shall distinguish such Trust from each other Trust created under this Basic Agreement and a Trust Supplement);



 


		(2)	the specific title of the Certificates of such series (which title shall distinguish the Certificates of such series from each
other series of Certificates created under this Basic Agreement and a Trust Supplement);



 


		(3)	subject to Section 2.01(a) hereof, any limit upon the aggregate face amount of the Certificates of such series which
may be authenticated and delivered under this Basic Agreement (which limit shall not pertain to Certificates authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates of the series pursuant to Sections
3.03, 3.04, 3.05(d) and 3.06);



 






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		(4)	the Cut-off Date with respect to the Certificates of such series and the related Trust;



 


		(5)	the Regular Distribution Dates applicable to the Certificates of such series;



 


		(6)	the Special Distribution Dates applicable to the Certificates of such series;



 


		(7)	if other than as provided in Section 3.04 or Section 7.12(b), the Registrar or the Paying Agent for the Certificates
of such series, including any Co-Registrar or additional Paying Agent;



 


		(8)	if other than as provided in Section 3.01, the denominations in which the Certificates of such series shall be issuable;



 


		(9)	if other than United States dollars, the currency or currencies (including composite currencies or currency units) in which
the Certificates of such series shall be denominated or payable, in whole or in part;



 


		(10)	the specific form of the Certificates of such series (including the interest rate applicable thereto) and whether or not Certificates
of such series are to be issued as Book-Entry Certificates and, if such Certificates are to be Book-Entry Certificates, the form
of Letter of Representations, if any;



 


		(11)	a description of the Equipment Notes to be acquired and held in the Trust formed by such Trust Supplement and of the related
Aircraft and Note Documents;



 


		(12)	provisions with respect to the terms for which the definitions set forth in Article I hereof or the terms of any Section hereof,
including Section 11.01 hereof, permit or require further specification in the related Trust Supplement;



 


		(13)	any restrictions (including legends) in respect of ERISA or tax matters;



 


		(14)	the acceptance of appointment by the institution named to act as Trustee with respect to such Trust, if different from the
institution executing this Basic Agreement or its successor;



 






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		(15)	whether such series will be subject to an Intercreditor Agreement and, if so, the specific designation of such Intercreditor
Agreement and the rights of Potential Purchasers upon the occurrence of a Triggering Event;



 


		(16)	whether such series will have the benefit of a Liquidity Facility and, if so, any terms appropriate thereto;



 


		(17)	whether there will be a deposit agreement, escrow agreement or other arrangement prior to the delivery of one or more Aircraft
or the commencement of the Lease in respect of one or more Aircraft and, if so, any terms appropriate thereto;



 


		(18)	the extent, if any, to which the Company may acquire Certificates and deliver such Certificates or cash to the respective Trusts
and obtain the release of Equipment Notes or other Trust Property held by such Trusts;



 


		(19)	if the Certificates of such series are to be issued in bearer form (provided that prior to issuing such bearer form certificate,
the Company shall have received an opinion of counsel to the effect that such issuance would not result in adverse tax consequences
to the Company, Trust or beneficial owner of certificates), the forms thereof and any other special terms relating thereto;



 


		(20)	the “Responsible Party” for purposes of directing the Trustee to make Specified Investments;



 


		(21)	whether the Parent will guarantee the obligations of the Company under any Equipment Notes other than those issued by an Owner
Trustee or any Leases related to Equipment Notes to be acquired and held in the Trust formed by such Trust Supplement and, if so,
the specific form of such Parent Guarantee;



 


		(22)	whether the Certificates of any series will be issued in transactions registered under the Securities Act or transactions exempt
from the Securities Act and any related transfer restrictions on the Certificates; and



 


		(23)	any other terms of the Certificates of such series or Parent Guarantee (which terms shall not be inconsistent with the provisions
of the Trust Indenture Act but may modify, amend, supplement or delete any of the terms of this Basic Agreement), including any
terms of the Certificates of such series which may be required or advisable under United States laws or regulations or advisable
(as determined by the Company) in connection with the marketing of Certificates of the series.



 






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(b)            At
any time and from time to time after the execution and delivery of this Basic Agreement and a Trust Supplement forming a Trust
and establishing the terms of Certificates of a series, Certificates of such series shall be executed, authenticated and delivered
by the Trustee to the Person or Persons specified by the Company upon request of the Company and upon satisfaction or waiver of
any conditions precedent set forth in such Trust Supplement or in any other document to which a Trustee is a party relating to
the issuance of the Certificates of such series.


 


Section 2.02.     Acquisition
of Equipment Notes. (a) Unless otherwise specified in the related Trust Supplement, on or prior to the Issuance
Date of the Certificates of a series, the Trustee shall execute and deliver the related Participation Agreements in the form delivered
to the Trustee by the Company. Unless otherwise specified in the related Trust Supplement, the Trustee shall issue and sell such
Certificates, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration
in an amount equal to the aggregate purchase price of the Equipment Notes (and/or, if applicable, any notes issued by a trust
or other entity secured by Equipment Notes) contemplated to be purchased by the Trustee under the related Participation Agreements
and, concurrently therewith (unless the Company shall have delivered to the Trustee the Postponement Notice relating to one or
more Postponed Notes pursuant to Subsection (b) below), the Trustee shall purchase, pursuant to the terms and conditions
of the Participation Agreements, such Equipment Notes (except Postponed Notes, if any) at a purchase price equal to the amount
of such consideration so received. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 hereof, the Trustee shall not execute,
authenticate or deliver Certificates of such series in excess of the aggregate amount specified in this paragraph. The provisions
of this Subsection (a) are subject to the provisions of Subsection (b) below.


 


(a)            If
on or prior to the Issuance Date with respect to a series of Certificates the Company shall deliver to the Trustee a Postponement
Notice relating to one or more Postponed Notes, the Trustee shall postpone the purchase of such Postponed Notes and shall deposit
into an escrow account (as to the related Trust, the “Escrow Account”) to be maintained as part of the related Trust
an amount equal to the purchase price of such Postponed Notes (the “Escrowed Funds”). The portion of the Escrowed Funds
so deposited with respect to any particular Postponed Notes shall be invested (a) by the Trustee at the direction and risk
of, and for the benefit of, the Responsible Party in Specified Investments or (b) if provided in the Trust Supplement relating
to such series of Certificates and subject to the terms and conditions set forth therein, in debt instruments of the Company or
the Parent, in each case (i) maturing no later than any scheduled Transfer Date relating to such Postponed Notes, or (ii) if
no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if subsequent to the giving of the applicable
Postponement Notice the Company has given notice to the Trustee that such Postponed Notes will not be issued, maturing on the next
applicable Special Distribution Date, if such investments are reasonably available for purchase.


 


The Trustee shall make withdrawals from
the Escrow Account only as provided in this Agreement and the other Note Documents. Upon request of the Company on one or more
occasions and the satisfaction or waiver of the closing conditions specified in the applicable Participation Agreements on or prior
to the related Cut-off Date, the Trustee shall purchase the applicable Postponed Notes, on the terms specified in such Participation
Agreements, with the Escrowed Funds withdrawn from the Escrow Account.


 






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The Trustee shall hold all Specified Investments
until the maturity thereof and will not sell or otherwise transfer Specified Investments. If Specified Investments held in an Escrow
Account mature prior to any applicable Transfer Date, any proceeds received on the maturity of such Specified Investments (other
than any earnings thereon) shall be reinvested by the Trustee at the written direction and risk of, and for the benefit of, the
Responsible Party in Specified Investments maturing as provided in the preceding paragraph.


 


Subject to the provisions of the Intercreditor
Agreement, any earnings on Specified Investments received from time to time by the Trustee shall be promptly distributed to the
Responsible Party. The Responsible Party shall pay to the Trustee for deposit to the relevant Escrow Account an amount equal to
any net losses on any Specified Investments made at its direction and risk as incurred. On any Regular Distribution Date in respect
of the Certificates of any series occurring prior to the date of purchase of any Postponed Notes by the Trustee, the Responsible
Party will pay (in immediately available funds) to the Trustee an amount equal to the interest that would have accrued on such
Postponed Notes if such Postponed Notes had been purchased on the later of the Issuance Date or the previous Regular Distribution
Date in respect of the Certificates of such series to, but not including, such Regular Distribution Date. On the first Regular
Distribution Date in respect of the Certificates of any series following the purchase of any Postponed Notes by the Trustee, the
Responsible Party will pay (in immediately available funds) to the Trustee an amount equal to the interest that would have accrued
on such Postponed Notes if such Postponed Notes had been purchased on the later of the Issuance Date or the previous Regular Distribution
Date in respect of the Certificates of such series to, but not including, the date of the purchase of such Postponed Notes by the
Trustee.


 


If, in respect of the Certificates of any
series, the Company notifies the Trustee prior to the Cut-off Date that any Postponed Notes will not be issued on or prior to the
Cut-off Date for any reason, on the next Special Distribution Date for such Certificates occurring not less than 15 days following
the date of such notice, (i) the Responsible Party shall pay (in immediately available funds) to the Trustee for deposit in
the related Special Payments Account, an amount equal to the interest that would have accrued on the Postponed Notes designated
in such notice from the later of the Issuance Date or the previous Regular Distribution Date in respect of the Certificates of
such series to, but not including, such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to that
amount of Escrowed Funds that would have been used to purchase the Postponed Notes designated in such notice and the amount paid
by the Responsible Party pursuant to the immediately preceding clause (i) to the related Special Payments Account for distribution
as a Special Payment in accordance with the provisions hereof.


 


If, on such Cut-off Date, an amount equal
to less than all of the Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) has been
used to purchase Postponed Notes, on the next Special Distribution Date occurring not less than 15 days following such Cut-off
Date (i) the Responsible Party shall pay to the Trustee for deposit in such Special Payments Account, in immediately available
funds, an amount equal to the interest that would have accrued on such Postponed Notes contemplated to be purchased with such unused
Escrowed Funds (other than Escrowed Funds referred to in the immediately preceding paragraph) but not so purchased from the later
of the Issuance Date or the previous Regular Distribution Date in respect of the Certificates of such series to, but not including,
such Special Distribution Date and (ii) the Trustee shall transfer such unused Escrowed Funds and the amount paid by the Responsible
Party pursuant to the immediately preceding clause (i) to such Special Payments Account for distribution as a Special Payment
in accordance with the provisions hereof.


 






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Section 2.03.     Acceptance
by Trustee. The Trustee, by the execution and delivery of a Trust Supplement creating a Trust and establishing a series
of Certificates, shall acknowledge its acceptance of all right, title and interest in and to the Trust Property to be acquired
pursuant to Section 2.02 hereof and the related Participation Agreements and shall declare that the Trustee holds and will
hold such right, title and interest for the benefit of all then present and future Certificateholders of such series, upon the
trusts herein and in such Trust Supplement set forth. By the acceptance of each Certificate of such series issued to it under
this Agreement, each initial Holder of such series as grantor of such Trust shall thereby join in the creation and declaration
of such Trust. No Certificateholder of any series shall have legal title to any part of the Trust Property of the related Trust.


 


Section 2.04.     Limitation
of Powers. Each Trust shall be constituted solely for the purpose of making the investment in the Equipment Notes provided
for in the related Trust Supplement, and, except as set forth herein or in such related Trust Supplement, the Trustee shall not
be authorized or empowered to acquire any other investments or engage in any other activities. The Trustee shall not be authorized
or empowered to do anything that would cause such Trust to fail to qualify as a “grantor trust” for federal income
tax purposes (including as subject to this restriction, acquiring any Aircraft (as defined in the related Indentures) by bidding
such Equipment Notes or otherwise, or taking any action with respect to any such Aircraft once acquired).


 


ARTICLE III


 


THE
CERTIFICATES


 


Section 3.01.     Form,
Denomination and Execution of Certificates. Except to the extent otherwise specified in the applicable Trust Supplement,
the Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form
specified in such Trust Supplement, with such omissions, variations and insertions as are permitted by this Agreement, and may
have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required
to comply with any applicable laws, rules, regulations or the rules of any securities exchange on which such Certificates
may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or
the officers executing such Certificates, as evidenced by the Trustee’s or such officers’ execution of the Certificates.


 


Except as provided in Section 3.05,
the definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of
these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Certificates
may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates.


 






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Except as otherwise provided in the related
Trust Supplement, the Certificates of each series shall be issued in minimum denominations of $1,000 or integral multiples thereof
except that one Certificate of such series may be issued in a different denomination. The Certificates of such series shall be
executed on behalf of the Trustee by manual or facsimile signature of a Responsible Officer of the Trustee. Certificates of any
series bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized
to sign on behalf of the Trustee shall be valid and binding obligations of the Trustee, notwithstanding that such individual has
ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date
of such Certificates.


 


Section 3.02.     Authentication
of Certificates. (a) Except to the extent otherwise specified in the applicable Trust Supplement, on the Issuance
Date, the Trustee shall duly execute, authenticate and deliver Certificates of each series in authorized denominations equaling
in the aggregate the aggregate face amount of the Equipment Notes that may be purchased by the Trustee pursuant to the related
Participation Agreements, and evidencing the entire ownership of the related Trust. Thereafter, the Trustee shall duly execute,
authenticate and deliver the Certificates of such series as herein provided.


 


(a)            No
Certificate of any series shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears
on such Certificate a certificate of authentication substantially in the form set forth in the Trust Supplement relating to such
series of Certificates hereto executed by the Trustee by manual, facsimile or other electronic signature, and such certificate
of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates of any series shall be dated the date of their authentication.


 


Section 3.03.     Temporary
Certificates. Until definitive Certificates are ready for delivery, the Trustee shall execute, authenticate and deliver
temporary Certificates of each series. Temporary Certificates of each series shall be substantially in the form of definitive
Certificates of such series but may have insertions, substitutions, omissions and other variations determined to be appropriate
by the officers executing the temporary Certificates of such series, as evidenced by their execution of such temporary Certificates.
If temporary Certificates of any series are issued, the Trustee will cause definitive Certificates of such series to be prepared
without unreasonable delay. After the preparation of definitive Certificates of such series, the temporary Certificates shall
be exchangeable for definitive Certificates upon surrender of such temporary Certificates at the Corporate Trust Office or the
office or agency of the Trustee designated for such purpose pursuant to Section 7.12, without charge to the Certificateholder.
Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall execute, authenticate and deliver
in exchange therefor a like face amount of definitive Certificates of like series, in authorized denominations and of a like Fractional
Undivided Interest. Until so exchanged, such temporary Certificates shall be entitled to the same benefits under this Agreement
as definitive Certificates of such series.


 






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Section 3.04.     Transfer
and Exchange. The Trustee shall cause to be kept at the office or agency to be maintained by it in accordance with
the provisions of Section 7.12 a register (the “Register”) for each series of Certificates in which, subject
to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates of such series
and of transfers and exchanges of such Certificates as herein provided. The Trustee shall initially be the registrar (the “Registrar”)
for the purpose of registering such Certificates of each series and transfers and exchanges of such Certificates as herein provided.


 


All Certificates issued upon any registration
of transfer or exchange of Certificates of any series shall be valid obligations of the applicable Trust, evidencing the same interest
therein, and entitled to the same benefits under this Agreement, as the Certificates of such series surrendered upon such registration
of transfer or exchange.


 


Upon surrender for registration of transfer
of any Certificate at the Corporate Trust Office or such other office or agency, the Trustee shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates of like series, in authorized denominations
of a like aggregate Fractional Undivided Interest.


 


At the option of a Certificateholder, Certificates
may be exchanged for other Certificates of like series, in authorized denominations and of a like aggregate Fractional Undivided
Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered
for exchange, the Trustee shall execute, authenticate and deliver the Certificates that the Certificateholder making the exchange
is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed
or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by the Certificateholder
thereof or its attorney duly authorized in writing.


 


Except to the extent otherwise provided
in the applicable Trust Supplement, no service charge shall be made to a Certificateholder for any registration of transfer or
exchange of Certificates, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates. All Certificates surrendered for registration of transfer
or exchange shall be cancelled and subsequently destroyed by the Trustee.


 


Section 3.05.     Book-Entry
and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination
of other than an even multiple of $1,000, the Certificates of any series may be issued at the option of the Company in the form
of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository
Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered
to The Depository Trust Company shall initially be registered on the Register in the name of the initial Clearing Agency, Cede &
Co., the nominee of the initial Clearing Agency or such other nominee of the initial Clearing Agency as it may so direct, and
no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Certificates
of such series, except as provided in Subsection (d) below. As to the Certificates of any such series (other than the one
Certificate or such series issued in a denomination of other than an even multiple of $1,000), unless and until definitive, fully
registered Certificates (the “Definitive Certificates”) have been issued pursuant to Subsection (d) below:


 






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		(1)	the provisions of this Section 3.05 shall be in full force and effect;



 


		(2)	the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency for all purposes (including
the making of distributions on the Certificates);



 


		(3)	to the extent that the provisions of this Section conflict with any other provisions of this Agreement (other than the
provisions of any Trust Supplement expressly amending this Section 3.05 as permitted by this Basic Agreement), the provisions
of this Section 3.05 shall control;



 


		(4)	the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established
by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates
are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit distributions of principal, interest and premium, if any, on the Certificates to such Clearing
Agency Participants;



 


		(5)	such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04,
by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor
Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and



 


		(6)	whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders
of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the
related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions
to such effect from Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial
interest in Certificates of such series and has delivered such instructions to the Trustee. None of the Company, the Parent or
the Trustee or any agent of any of them shall have any obligation to determine whether the Clearing Agency has in fact received
any such instructions.



 






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(b)            Whenever
notice or other communication to the Certificateholders of a series is required under this Agreement, unless and until Definitive
Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications
specified herein to be given to Certificateholders of such series to the Clearing Agency.


 


(c)            Except
as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with
respect to each series of Certificates and fulfill its responsibilities thereunder.


 


(d)            If
with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is
no longer willing or able to discharge properly its responsibilities and the Trustee or the Company is unable to locate a qualified
successor, (ii) the Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system
through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates
of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust,
by Act of such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency
through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants
is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners
of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates.
Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions
from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series,
the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing
Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance
of Definitive Certificates of such series, the Trustee shall recognize the Persons in whose names the Definitive Certificates are
registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee
or the Company is unable to locate a qualified successor Clearing Agency.


 


(e)            The
provisions of this Section 3.05 may be made inapplicable to any series or may be amended with respect to any series in the
related Trust Supplement.


 


(f)            Unless
and until Definitive Certificates of a series are issued pursuant to subsection (c) above, on the Record Date prior to each
applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a securities
position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency’s books as
holding interests in the Certificates on such Record Date.


 






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Section 3.06.     Mutilated,
Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Registrar, or the
Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Registrar and the Trustee such security, indemnity or bond as may be required by them to save each of them and the Company
harmless, then, in the absence of notice to the Registrar or the Trustee that such destroyed, lost or stolen Certificate has been
acquired by a protected purchaser (within the meaning of Article 8 of the Uniform Commercial Code in effect in any applicable
jurisdiction), and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable
jurisdiction are met, the Trustee shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate or Certificates of like series, in authorized denominations and of like Fractional
Undivided Interest and bearing a number not contemporaneously outstanding.


 


In connection with the issuance of any new
Certificate under this Section 3.06, the Trustee shall require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Registrar)
connected therewith.


 


Any duplicate Certificate issued pursuant
to this Section 3.06 shall constitute conclusive evidence of the appropriate Fractional Undivided Interest in the related
Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate is found at any time.


 


The provisions of this Section 3.06
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Certificates.


 


Section 3.07.     Persons
Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Company, the Trustee, the
Registrar and any Paying Agent shall deem and treat the Person in whose name any Certificate is registered (as of the day of determination)
on the Register as the owner of such Certificate and the Certificateholder for the purpose of receiving distributions pursuant
to Article IV and for all other purposes whatsoever, and none of the Company, the Trustee, the Registrar or any Paying Agent
shall be affected by any notice to the contrary. All payments or distributions made to any such Person shall be valid and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable on any such Certificate.


 


Unless otherwise provided with respect
to any Certificates pursuant to Section 2.01(b), the Company, the Parent, any other obligor upon any Certificates and any
Affiliate of any thereof may acquire, tender for, purchase, own, hold, become the pledgee of and otherwise deal with any Certificates.


 


Section 3.08.     Cancellation.
All Certificates surrendered for payment or transfer or exchange shall, if surrendered to the Trustee or any agent of the Trustee
other than the Registrar, be delivered to the Registrar for cancellation and shall promptly be cancelled by it. No Certificates
shall be authenticated in lieu of or in exchange for any Certificates cancelled as provided in this Section 3.08, except
as expressly permitted by this Agreement. All cancelled Certificates held by the Registrar shall be destroyed and a certification
of their destruction delivered to the Trustee with a copy to the Company.


 






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Section 3.09.     Limitation
of Liability for Payments. All payments and distributions made to Certificateholders of any series in respect of the
Certificates of such series shall be made only from the Trust Property of the related Trust and only to the extent that the Trustee
shall have sufficient income or proceeds from such Trust Property to make such payments in accordance with the terms of Article IV
of this Agreement. The Certificates do not represent indebtedness of the related Trusts, and references herein or in any Trust
Supplement to interest accruing on any Certificates are intended for purposes of computation only. Each Certificateholder, by
its acceptance of a Certificate, agrees that it will look solely to the income and proceeds from the Trust Property of the related
Trust for any payment or distribution due to such Certificateholder pursuant to the terms of this Agreement and that it will not
have any recourse to the Company, the Parent, the Trustee, the Loan Trustees, any Owner Trustee or any Owner Participant except
as otherwise expressly provided in this Agreement, in any Note Document or in any related Intercreditor Agreement.


 


The Company is a party to this Agreement
solely for purposes of meeting the requirements of the Trust Indenture Act, and therefore shall not have any right, obligation
or liability hereunder, or under the terms of any Trust Supplement or any Certificates (except as otherwise expressly provided
herein or therein).


 


Section 3.10.     CUSIP
Numbers. The Certificates may include “CUSIP” numbers (if then generally in use), and if so, the Trustee
may use the CUSIP numbers in notices in respect of the Certificates; provided, however, that any such notice may state that
no representation is made as to the correctness or accuracy of the CUSIP number printed in the notice or on the Certificates,
that reliance may be placed only on the other identification numbers printed on the Certificates, and any such notice shall not
be affected by any defect or omission of such CUSIP numbers.


 


ARTICLE IV


 


DISTRIBUTIONS;
STATEMENTS TO CERTIFICATEHOLDERS


 


Section 4.01.     Certificate
Account and Special Payments Account. (a) The Trustee shall establish and maintain on behalf of the Certificateholders
of each series a Certificate Account as one or more non-interest-bearing accounts. The Trustee shall hold such Certificate Account
in trust for the benefit of the Certificateholders of such series, and shall make or permit withdrawals therefrom only as provided
in this Agreement or any Intercreditor Agreement. On each day when a Scheduled Payment is made to the Trustee or the Subordination
Agent, as the case may be, as holder of the Equipment Notes issued under the related Indenture, with respect to the Certificates
of any series, the Trustee, upon receipt of the payments to it, shall immediately deposit the aggregate amount of such Scheduled
Payment in the applicable Certificate Account.


 






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(a)            The
Trustee shall establish and maintain on behalf of the Certificateholders of each series a Special Payments Account as one or more
accounts, which shall be non-interest bearing except as provided in Section 4.04. The Trustee shall hold the Special Payments
Account in trust for the benefit of the Certificateholders of such series and shall make or permit withdrawals therefrom only as
provided in this Agreement or any Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee
or the Subordination Agent, as the case may be, as holder of the Equipment Notes issued under the related Indenture or to the Trustee
pursuant to the last two paragraphs of Section 2.02(b) with respect to the Certificates of any series, the Trustee, upon
receipt of the payments to it, shall immediately deposit the aggregate amount of such Special Payments in the applicable Special
Payments Account.


 


(b)            The
Trustee shall present (or, if applicable, cause the Subordination Agent to present) to the Loan Trustee to which an Equipment Note
relates such Equipment Note on the date of its stated final maturity or, in the case of any Equipment Note which is to be redeemed
or purchased in whole pursuant to the related Indenture, on the applicable redemption or purchase date under such Indenture.


 


Section 4.02.     Distributions
from Certificate Account and Special Payments Account. (a) Subject to the provisions of any Intercreditor Agreement,
on each Regular Distribution Date with respect to a series of Certificates or as soon thereafter as the Trustee has confirmed
receipt of the payment of all or any part of the Scheduled Payments due on the Equipment Notes held in the related Trust on such
date, the Trustee shall distribute out of the applicable Certificate Account the entire amount deposited therein pursuant to Section 4.01(a).
There shall be so distributed to each Certificateholder of record of such series on the Record Date with respect to such Regular
Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder,
at the address appearing in the Register, such Certificateholder’s pro rata share (based on the aggregate Fractional Undivided
Interest in the related Trust held by such Certificateholder) of the total amount in the applicable Certificate Account, except
that, with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution
shall be made by wire transfer in immediately available funds to the account designated by such Clearing Agency (or such nominee).


 


(a)            Subject
to the provisions of any Intercreditor Agreement, on each Special Distribution Date with respect to any Special Payment with respect
to a series of Certificates or as soon thereafter as the Trustee has confirmed receipt of any Special Payments due on the Equipment
Notes held in the related Trust or realized upon the sale of such Equipment Notes, the Trustee shall distribute out of the applicable
Special Payments Account the entire amount of such applicable Special Payment deposited therein pursuant to Section 4.01(b).
There shall be so distributed to each Certificateholder of record of such series on the Record Date with respect to such Special
Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder,
at the address appearing in the Register, such Certificateholder’s pro rata share (based on the aggregate Fractional Undivided
Interest in the related Trust held by such Certificateholder) of the total amount in the applicable Special Payments Account on
account of such Special Payment, except that, with respect to Certificates registered on the Record Date in the name of a Clearing
Agency (or its nominee), such distribution shall be made by wire transfer in immediately available funds to the account designated
by such Clearing Agency (or such nominee).


 






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(b)            The
Trustee shall, at the expense of the Company, cause notice of each Special Payment with respect to a series of Certificates to
be mailed to each Certificateholder of such series at his address as it appears in the Register. Subject to the provisions of any
Intercreditor Agreement: (i) in the event of redemption or purchase of Equipment Notes held in the related Trust, such notice
shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption
or purchase, which Special Distribution Date shall be the date of such redemption or purchase; (ii) in the event that
the Trustee receives a notice from the Company pursuant to Section 2.02(b) that Postponed Notes will not be purchased
by the Trustee, such notice of Special Payment shall be mailed as soon as practicable after receipt of such notice from the Company
and shall state the Special Distribution Date for such Special Payment, which shall occur 15 days after the date of such notice
of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter; (iii) in the event that
any Special Payment is to be made pursuant to the last paragraph of Section 2.02(b), such notice of Special Payment shall
be mailed on the Cut-off Date (or, if such mailing on the Cut-off Date is not practicable, as soon as practicable after the Cut-off
Date) and shall state the Special Distribution Date for such Special Payment, which shall occur 15 days after the date of such
notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter; and (iv) in the
case of any other Special Payments, such notice of Special Payment shall be mailed as soon as practicable after the Trustee has
confirmed that it has received funds for such Special Payment and shall state the Special Distribution Date for such Special Payment,
which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as
practicable thereafter. Notices mailed by the Trustee as provided in the paragraphs above shall set forth:


 


(i)            the
Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 11.01);


 


(ii)           the
amount of the Special Payment (taking into account any payment to be made by the Responsible Party pursuant to Section 2.02(b))
for each $1,000 face amount Certificate and the amount thereof constituting principal, premium, if any, and interest;


 


(iii)          the
reason for the Special Payment; and


 


(iv)          if
the Special Distribution Date is the same date as a Regular Distribution Date for the Certificates of such series, the total amount
to be received on such date for each $1,000 face amount Certificate.


 


If the amount of premium, if any, payable
upon the redemption or purchase of an Equipment Note has not been calculated at the time that the Trustee mails notice of a Special
Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any premium received
will also be distributed.


 


If any redemption or purchase of the Equipment
Notes held in any Trust is cancelled, the Trustee, as soon as possible after learning thereof, shall cause notice thereof to be
mailed to each Certificateholder of the related series at its address as it appears on the Register.


 






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Section 4.03.     Statements
to Certificateholders. (a) On each Regular Distribution Date and Special Distribution Date, the Trustee will include
with each distribution to Certificateholders of the related series a statement, giving effect to the distribution to be made on
such Regular Distribution Date or Special Distribution Date, and, except to the extent otherwise provided in the applicable Trust
Supplement, setting forth the following information (per $1,000 aggregate face amount of Certificates as to (i) and (ii) below):


 


(i)            the
amount of such distribution allocable to principal and the amount allocable to premium, if any;


 


(ii)           the
amount of such distribution allocable to interest; and


 


(iii)          the
Pool Balance and the Pool Factor of the related Trust.


 


With respect to the Certificates registered
in the name of a Clearing Agency or its nominee, on the Record Date prior to each Regular Distribution Date and Special Distribution
Date, the Trustee will request from the Clearing Agency a securities position listing setting forth the names of all the Clearing
Agency Participants reflected on the Clearing Agency’s books as holding interests in the Certificates on such Record Date.
On each Regular Distribution Date and Special Distribution Date, the applicable Trustee will mail to each such Clearing Agency
Participant the statement described above and will make available additional copies as requested by such Clearing Agency Participants
for forwarding to holders of the interests in Certificates.


 


(b)            Within
a reasonable period of time after the end of each calendar year but not later than the latest date permitted by law, except to
the extent otherwise provided in the applicable Trust Supplement, the Trustee shall furnish to each Person who at any time during
such calendar year was a Certificateholder of record a statement containing the sum of the amounts determined pursuant to clauses
(a)(i) and (a)(ii) above with respect to the related Trust for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for the applicable portion of such year, and such other items
as are readily available to the Trustee and which a Certificateholder may reasonably request as necessary for the purpose of such
Certificateholder’s preparation of its federal income tax returns. With respect to Certificates registered in the name of
a Clearing Agency or its nominee, such statement and such other items shall be prepared on the basis of information supplied to
the Trustee by the Clearing Agency Participants and shall be delivered by the Trustee to such Clearing Agency Participants to be
available for forwarding by such Clearing Agency Participants to the beneficial owners of interests in the Certificates.


 


Section 4.04.     Investment
of Special Payment Moneys. Any money received by the Trustee pursuant to Section 4.01(b) representing a Special
Payment which is not distributed on the date received shall, to the extent practicable, be invested by the Trustee in Permitted
Investments selected by the Company in telephonic (confirmed in writing) or written instructions to the Trustee pending distribution
of such Special Payment pursuant to Section 4.02. Any investment made pursuant to this Section 4.04 shall be in such
Permitted Investments having maturities not later than the date that such moneys are required to be used to make the payment required
under Section 4.02 on the applicable Special Distribution Date and the Trustee shall hold any such Permitted Investments
until maturity. The proceeds upon maturity of any Permitted Investment shall not be reinvested pending distribution. Absent receipt
of instructions from the Company, such Special Payment shall remain uninvested by the Trustee pending receipt of investment instructions.
The Trustee shall have no liability with respect to any investment made pursuant to this Section 4.04, other than by reason
of the willful misconduct or negligence of the Trustee. All income and earnings from such investments shall be distributed on
such Special Distribution Date as part of such Special Payment.


 






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ARTICLE V


 


THE
COMPANY


 


Section 5.01.     Maintenance
of Corporate Existence. The Company, at its own cost and expense, will do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence, rights and franchises, except as otherwise specifically
permitted in Section 5.02; provided, however, that the Company shall not be required to preserve any right or franchise
if the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company.


 


Section 5.02.     Consolidation,
Merger, Etc.. (a) The Company shall not consolidate with or merge into any other Person under circumstances where
the Company is not the surviving Person or convey, transfer or lease substantially all of its assets as an entirety to any Person
unless the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance,
transfer or lease substantially all of the assets of the Company as an entirety shall be organized and validly existing under
the laws of the United States of America or any state thereof or the District of Columbia, and such Person executes and delivers
to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor
or transferee entity of the due and punctual performance and observance of each covenant and condition of the Note Documents,
excluding the Parent Guarantee, and of this Agreement.


 


(b)            Upon
any such consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an
entirety in accordance with this Section 5.02, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Agreement and any Note Document, excluding the Parent Guarantee, with the same effect
as if such successor or Person had been named as the Company herein.


 


(c)            The
Trustee may receive an Officer’s Certificate as conclusive evidence that any such consolidation, merger, conveyance, transfer
or lease, and any such assumption, complies with the provisions of this Section 5.02.


 






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ARTICLE VI


 


DEFAULT


 


Section 6.01.     Indenture
Events of Default and Triggering Events. (a) If in respect of any Trust, any Indenture Event of Default shall
occur and be continuing, then, and in each and every case, so long as such Indenture Event of Default shall be continuing, and
subject to the provisions of any Intercreditor Agreement, the Trustee may vote all of the Equipment Notes issued under the related
Indenture and held in such Trust, and, upon the direction of the Certificateholders holding Certificates evidencing Fractional
Undivided Interests in such Trust aggregating not less than a majority in interest in such Trust, the Trustee shall vote not less
than a corresponding majority in principal amount at maturity of such Equipment Notes in favor of directing the Loan Trustee under
such Indenture to declare the unpaid principal amount of the Equipment Notes then outstanding to which such Indenture Event of
Default relates and accrued interest thereon to be due and payable under, and in accordance with the provisions of, the relevant
Indenture. In addition, if an Indenture Event of Default shall have occurred and be continuing under any Indenture, subject to
the provisions of any Intercreditor Agreement, the Trustee may in accordance with the relevant Indenture vote the Equipment Notes
held in the Trust to which such Indenture Event of Default relates to direct the Loan Trustee regarding the exercise of remedies
provided in such Indenture.


 


(a)            In
addition, after an Indenture Event of Default shall have occurred and be continuing with respect to any Equipment Note, subject
to the provisions of any Intercreditor Agreement and the applicable Trust Supplement, the Trustee may in its discretion, and upon
the direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest in the related Trust shall, by such officer or agent as it may appoint, sell, convey, transfer and deliver
such Equipment Note or Equipment Notes, without recourse to or warranty by the Trustee or any Certificateholder, to any Person.
In any such case, the Trustee shall sell, assign, contract to sell or otherwise dispose of and deliver such Equipment Note or Equipment
Notes in one or more parcels at public or private sale or sales, at any location or locations at the option of the Trustee, all
upon such terms and conditions as it may reasonably deem advisable and at such prices as it may reasonably deem advisable, for
cash. If the Trustee so decides or is required to sell or otherwise dispose of any Equipment Note pursuant to this Section, the
Trustee shall take such of the actions described above as it may reasonably deem most effectual to complete the sale or other disposition
of such Equipment Note, so as to provide for the payment in full of all amounts due on the related series of Certificates. Notwithstanding
the foregoing, any action taken by the Trustee under this Section shall not, in the reasonable judgment of the Trustee, be
adverse to the best interests of the Certificateholders of such series.


 


(b)            If
an Intercreditor Agreement is applicable, upon the occurrence and during the continuation of any Indenture Event of Default under
any Indenture, the Trustee may, to the extent it is the Controlling Party at such time (as determined pursuant to the related Intercreditor
Agreement), direct the exercise of remedies as provided in such related Intercreditor Agreement.


 






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(c)            If
an Intercreditor Agreement is applicable, by acceptance of its Certificate, each Certificateholder agrees that at any time after
the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each,
a “Potential Purchaser” and, collectively, the “Potential Purchasers”) may have certain rights to purchase
the Certificates of one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by such
Potential Purchaser. The purchase price with respect to the Certificates of any series, and the procedure for such purchase, shall
be specified in such Trust Supplement or the applicable Intercreditor Agreement. By acceptance of its Certificate, each Certificateholder
(each, a “Selling Certificateholder” and, collectively, the “Selling Certificateholders”) of a series that
is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the Certificates held by
the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event,
it will, upon payment of the applicable purchase price by one or more Potential Purchasers (upon such purchase, a “Purchasing
Certificateholder”), forthwith sell, assign, transfer and convey to such Purchasing Certificateholder (without recourse,
representation or warranty of any kind except for its own acts) all of the right, title, interest and obligation of such Selling
Certificateholder in this Agreement, any related Intercreditor Agreement, any related Liquidity Facility, the related Note Documents
and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of
the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects
any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder shall assume all
of such Selling Certificateholder’s obligations under this Agreement, any related Intercreditor Agreement, any related Liquidity
Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of
the purchase price is made notwithstanding the failure of any Selling Certificateholder to deliver any Certificates of such series
and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the
Purchasing Certificateholder and receive the purchase price for such Certificates of such series and (ii) if the Purchasing
Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04
hereof to enable new Certificates of such series to be issued to the Purchasing Certificateholder in such denominations as it shall
request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the Purchasing
Certificateholder.


 


Section 6.02.     Incidents
of Sale of Equipment Notes. Upon any sale of all or any part of the Equipment Notes held in any Trust made either under
the power of sale given under this Agreement or otherwise for the enforcement of this Agreement, the following shall be applicable:


 


		(1)	Certificateholders and Trustee May Purchase Equipment
                                         Notes. Any Certificateholder, the Trustee in its individual or any other capacity or
                                         any other Person may bid for and purchase any of the Equipment Notes held in any Trust,
                                         and upon compliance with the terms of sale, may hold, retain, possess and dispose of
                                         such Equipment Notes in their own absolute right without further accountability.



 


		(2)	Receipt of Trustee Shall Discharge Purchaser. The receipt of
                                         the Trustee making such sale shall be a sufficient discharge to any purchaser for its
                                         purchase money, and, after paying such purchase money and receiving such receipt, such
                                         purchaser or its personal representative or assigns shall not be obliged to see to the
                                         application of such purchase money, or be in any way answerable for any loss, misapplication
                                         or non-application thereof.



 






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		(3)	Application of Moneys Received Upon Sale. Any moneys collected
                                         by the Trustee upon any sale made either under the power of sale given by this Agreement
                                         or otherwise for the enforcement of this Agreement shall be applied as provided in Section 4.02.
                                         In the event that the proceeds of such sale of Equipment Notes are less than the principal
                                         amount of the Certificates of such series Outstanding, the Certificateholders shall have
                                         no claim for such shortfall against the Company, the Trustee or any other Person including
                                         the related Owner Trustee or related Owner Participant, if any.



 


Section 6.03.     Judicial
Proceedings Instituted by Trustee; Trustee May Bring Suit. If there shall be a failure to make payment of
the principal of, premium, if any, or interest on any Equipment Note held in the related Trust, or if there shall be any failure
to pay Rent (as defined in the relevant Lease) under any Lease when due and payable, then the Trustee, in its own name and as
trustee of an express trust, as holder of such Equipment Notes, to the extent permitted by and in accordance with the terms of
any related Intercreditor Agreement and any related Note Documents (subject to rights of the applicable Owner Trustee or Owner
Participant, if any, to cure any such failure to pay principal of, premium, if any, or interest on any Equipment Note or to pay
Rent under any Lease in accordance with the applicable Indenture and to the rights of the Lessee under any applicable Lease),
shall be entitled and empowered to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection
of the sums so due and unpaid on such Equipment Notes or under such Lease and may prosecute any such claim or proceeding to judgment
or final decree with respect to the whole amount of any such sums so due and unpaid.


 


All rights of action and of asserting claims
under this Agreement, or under any of the Certificates, may be prosecuted and enforced by the Trustee without the possession of
any of such Certificates or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject
to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents
and attorneys, shall be for the ratable benefit of the Certificateholders of the related series.


 


In any proceedings brought by the Trustee
(and also any proceedings involving the interpretation of any provision of this Agreement, any Trust Supplement, any Intercreditor
Agreement or any Liquidity Facility to which the Trustee shall be a party) the Trustee shall be held to represent all the Certificateholders
of the related series, and it shall not be necessary to make any such Certificateholders parties to any such proceedings.


 


Section 6.04.     Control
by Certificateholders. Subject to Section 6.03 and any related Intercreditor Agreement, the Certificateholders
holding Certificates of a series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in
the related Trust shall have the right to direct the time, method and place of conducting any proceeding for any remedy available
to the Trustee with respect to such Trust or pursuant to the terms of such Intercreditor Agreement or any Liquidity Facility to
which such Trustee is a party, or exercising any trust or power conferred on the Trustee under this Agreement or such Intercreditor
Agreement or Liquidity Facility, including any right of the Trustee as Controlling Party under such Intercreditor Agreement or
as holder of the Equipment Notes held in the related Trust; provided that:


 






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		(1)	such Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement and
would not involve the Trustee in personal liability or expense unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the cost, expenses and liabilities which might be incurred by it in compliance with such
Direction;



 


		(2)	the Trustee shall not determine that the action so directed would be unjustly prejudicial to the Certificateholders of such
series not taking part in such Direction;



 


		(3)	the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Direction; and



 


		(4)	if an Indenture Event of Default under a related Indenture shall have occurred and be continuing, such Direction shall not
obligate the Trustee to vote more than a corresponding majority of the related Equipment Notes held by the Trustee in favor of
directing any action by the related Loan Trustee with respect to such Indenture Event of Default.



 


Section 6.05.     Waiver
of Past Defaults. Subject to any related Intercreditor Agreement, the Certificateholders holding Certificates of a
series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust (i) may
on behalf of all of the Certificateholders of such series waive any past default or Event of Default hereunder and its consequences
or (ii) if the Trustee is the Controlling Party, may direct the Trustee to instruct the applicable Loan Trustee to waive
any past Indenture default, Indenture Event of Default or, if applicable, the corresponding Lease default, under any related
Indenture and its consequences, and thereby annul any Direction given by such Certificateholders or the Trustee to such Loan Trustee
with respect thereto, except a default:


 


		(1)	in the deposit of any Scheduled Payment or Special Payment under Section 4.01 or in the distribution of any payment under
Section 4.02 on the Certificates of a series; or



 


		(2)	in the payment of the principal of, premium, if any, or interest, if any, on the Equipment Notes held in the related Trust;
or



 


		(3)	in respect of a covenant or provision hereof which under Article IX hereof cannot be modified or amended without the consent
of each Certificateholder holding an Outstanding Certificate of the series affected thereby.



 






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Upon any such waiver, such default shall
cease to exist with respect to the Certificates of such series and any Event of Default arising therefrom shall be deemed to have
been cured for every purpose in respect of such series and any direction given by the Trustee on behalf of the Certificateholders
of such series to the relevant Loan Trustee shall be annulled with respect thereto; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent thereon. Upon any such waiver, the Trustee shall
vote the Equipment Notes issued under the relevant Indenture to waive the corresponding Indenture Event of Default (and, if applicable,
the corresponding Lease default).


 


Section 6.06.        Right
of Certificateholders to Receive Payments Not to Be Impaired. Anything in this Agreement (including Section 6.07)
to the contrary notwithstanding, but subject to any related Intercreditor Agreement, the right of any Certificateholder to receive
distributions of payments required pursuant to Section 4.02 hereof on the applicable Certificates when due, or to institute
suit for the enforcement of any such payment on or after the applicable Regular Distribution Date or Special Distribution Date,
shall not be impaired or affected without the consent of such Certificateholder.


 


Section 6.07.        Certificateholders
May Not Bring Suit Except Under Certain Conditions. A Certificateholder of any series shall not have the right to institute
any suit, action or proceeding at law or in equity or otherwise with respect to this Agreement, the related Trust Supplement or
the Certificates or otherwise, or for the appointment of a receiver or for the enforcement of any other remedy under this Agreement,
the related Trust Supplement or the Certificates or otherwise, unless:


 


		(i)	such Certificateholder previously
                                         shall have given written notice to the Trustee of a continuing Event of Default;



 


		(ii)	Certificateholders holding Certificates
                                         of such series evidencing Fractional Undivided Interests aggregating not less than 25%
                                         of the related Trust shall have requested the Trustee in writing to institute such action,
                                         suit or proceeding and shall have offered to the Trustee indemnity as provided in Section 7.03(e);



 


		(iii)	the Trustee shall have refused
                                         or neglected to institute any such action, suit or proceeding for 60 days after
                                         receipt of such notice, request and offer of indemnity; and



 


		(iv)	no Direction inconsistent with such
                                         written request shall have been given to the Trustee during such 60-day period by
                                         either Certificateholders holding Certificates of such series evidencing Fractional Undivided
                                         Interests aggregating not less than a majority in interest in the related Trust or the
                                         Controlling Party under the related Intercreditor Agreement.



 






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Except to the extent provided in any applicable
Intercreditor Agreement or in any applicable Trust Supplement, it is understood and intended that no one or more of the Certificateholders
of any series shall have any right in any manner whatsoever hereunder or under the related Trust Supplement or under the Certificates
of such series to (i) surrender, impair, waive, affect, disturb or prejudice any property in the Trust Property of the related
Trust, or the lien of any related Indenture on any property subject thereto, or the rights of the Certificateholders of such series
or the holders of the related Equipment Notes, (ii) obtain or seek to obtain priority over or preference with respect to
any other such Certificateholder of such series or (iii) enforce any right under this Agreement, the related Trust Supplement
or under the Certificates of such series, except in the manner provided in this Agreement and for the equal, ratable and common
benefit of all the Certificateholders of such series.


 


Section 6.08.        Remedies
Cumulative. Every right or remedy given hereunder to the Trustee or to any of the Certificateholders of any series
shall not be exclusive of any other right or remedy or remedies, and every such right or remedy shall be cumulative and in addition
to every other right or remedy given hereunder or now or hereafter given by statute, law, equity or otherwise. No delay or omission
by the Trustee or of any such Certificateholder in the exercise of any right, remedy or power or in the pursuance of any remedy
shall impair any such right, power or remedy or be construed to be a waiver of any default on the part of the applicable Owner
Trustee, if any, or the Company, as the case may be, or to be an acquiescence therein.


 


Section 6.09.        Discontinuance
of Proceedings. If the Trustee or any Certificateholder of any series institutes any proceeding to enforce any right,
power or remedy under the related Trust, and such proceeding is discontinued or abandoned for any reason or is determined adversely
to the Trustee or such Certificateholder, then and in every such case the applicable Owner Trustee, if any, and the applicable
Indenture Trustee, the Trustee, the Certificateholders of such series and the Company shall, subject to any determination in such
proceeding, be restored to their former positions and rights under such Trust with respect to the Trust Property and all rights,
remedies and powers of the Trustee and such Certificateholders shall continue as if no such proceeding had been instituted.


 


Section 6.10.        Undertaking
for Costs. All parties to this Agreement, and each Certificateholder by acceptance of a Certificate, shall be deemed
to have agreed that, in any suit for the enforcement of any right or remedy under this Agreement, or in any suit against the Trustee
for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking
to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act or by any other applicable law; provided, however, that neither this Section 6.10 nor the
Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company.


 


ARTICLE VII


 


THE
TRUSTEE


 


Section 7.01.        Certain
Duties and Responsibilities. (a) Except during the continuance of an Event of Default in respect of a Trust, (1) the
Trustee undertakes to perform such duties in respect of such Trust as are specifically set forth in this Agreement, the Intercreditor
Agreement and the Note Documents, and no implied covenants or obligations shall be read into such agreements against the Trustee;
and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Agreement; but in the case of any such certificates or opinions that by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Agreement.


 






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(a)           In
case an Event of Default in respect of a Trust has occurred and is continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Agreement in respect of such Trust, and use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.


 


(b)           No
provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


 


		(1)	this Subsection (c) shall not be construed to limit the
                                         effect of Subsection (a) of this Section 7.01; and



 


		(2)	the Trustee shall not be liable for any error of judgment made
                                         in good faith by a Responsible Officer of the Trustee, unless it shall be proved that
                                         the Trustee was negligent in ascertaining the pertinent facts.



 


		(3)	Whether or not herein expressly so provided, every provision
                                         of this Agreement relating to the conduct or affecting the liability of or affording
                                         protection to the Trustee shall be subject to the provisions of this Section 7.01.



 


Section 7.02.        Notice
of Defaults. As promptly as practicable after, and in any event within 90 days after, the occurrence of any default (as such
term is defined below) hereunder known to the Trustee, the Trustee shall notify the Company, any related Owner Trustees, any related
Owner Participants, the related Loan Trustees and the Certificateholders holding Certificates of the related series, in the manner
and to the extent provided in Section 313(c) of the Trust Indenture Act unless such default shall have been cured or
waived; provided that, in the case of defaults not relating to the payment of money, the Trustee shall not give such notice
until the earlier of the time at which such default becomes an Event of Default and the expiration of 60 days from the occurrence
of such default; and provided, however, that, except in the case of a default in the payment of the principal, premium, if
any, or interest on any Equipment Note, the Trustee shall be protected in withholding such notice if and so long as the board
of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith
shall determine that the withholding of such notice is in the interests of the Certificateholders of the related series. For the
purpose of this Section 7.02 in respect of any Trust, the term “default” means any event that is, or after notice
or lapse of time or both would become, an Event of Default in respect of that Trust or a Triggering Event under any Intercreditor
Agreement.


 






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Section 7.03.        Certain
Rights of Trustee. Subject to the provisions of Section 315 of the Trust Indenture Act:


 


(a)           the
Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(b)           any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Request;


 


(c)           whenever
in the administration of this Agreement or any Intercreditor Agreement the Trustee shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate of the Company, any related
Owner Trustee or any related Loan Trustee;


 


(d)           the
Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;


 


(e)           the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any Intercreditor
Agreement at the Direction of any of the Certificateholders pursuant to this Agreement or any Intercreditor Agreement, unless
such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the cost, expenses and liabilities
which might be incurred by it in compliance with such Direction;


 


(f)            the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document;


 


(g)           the
Trustee may execute any of the trusts or powers under this Agreement or any Intercreditor Agreement or perform any duties under
this Agreement or any Intercreditor Agreement either directly or by or through agents or attorneys, and the Trustee shall not
be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it under this
Agreement or any Intercreditor Agreement;


 


(h)           the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
Direction of the Certificateholders holding Certificates of any series evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the related Trust relating to the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement or any
Intercreditor Agreement; and


 






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(i)            the
Trustee shall not be required to expend or risk its own funds in the performance of any of its duties under this Agreement, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk is not reasonably assured to it.


 


Section 7.04.        Not
Responsible for Recitals or Issuance of Certificates. The recitals contained herein and in the Certificates of each
series, except the certificates of authentication, shall not be taken as the statements of the Trustee, and the Trustee assumes
no responsibility for their correctness. Subject to Section 7.15, the Trustee makes no representations as to the validity
or sufficiency of this Basic Agreement, any Equipment Notes, any Intercreditor Agreement, any Liquidity Facility to which the
Trustee may be a party, the Certificates of any series, any Trust Supplement or any Note Documents, except that the Trustee hereby
represents and warrants that this Basic Agreement has been, and each Trust Supplement, each Certificate, each Participation Agreement,
each Intercreditor Agreement, and any such Liquidity Facility of, or relating to, each series will be, executed and delivered
by one of its officers who is duly authorized to execute and deliver such document on its behalf.


 


Section 7.05.        May Hold
Certificates. The Trustee, any Paying Agent, Registrar or any of their Affiliates or any other agent, in their respective
individual or any other capacity, may become the owner or pledgee of Certificates and, subject to Sections 310(b) and 311
of the Trust Indenture Act, if applicable, may otherwise deal with the Company, the Parent, any Owner Trustees, any Owner Participants
or the Loan Trustees with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.


 


Section 7.06.        Money
Held in Trust. Money held by the Trustee or the Paying Agent in trust under this Agreement need not be segregated from
other funds except to the extent required herein or by law and neither the Trustee nor the Paying Agent shall have any liability
for interest upon any such moneys except as provided for herein or in the applicable Trust Supplement.


 


Section 7.07.        Compensation
and Reimbursement. The Company agrees:


 


		(1)	to pay, or cause to be paid, to the Trustee from time to time
                                         such compensation for all services rendered by it hereunder as the Company and the Trustee
                                         may agree in writing from time to time (which compensation shall not be limited by any
                                         provision of law in regard to the compensation of a trustee of an express trust);



 


		(2)	except as otherwise expressly provided herein or in any Trust
                                         Supplement, to reimburse, or cause to be reimbursed, the Trustee upon its request for
                                         all reasonable out-of-pocket expenses, disbursements and advances incurred or made by
                                         the Trustee in accordance with any provision of this Basic Agreement, any Trust Supplement,
                                         any Intercreditor Agreement or any Liquidity Facility to which the Trustee may be a party
                                         (including the reasonable compensation and the expenses and disbursements of its agents
                                         and counsel), except any such expense, disbursement or advance as may be attributable
                                         to the Trustee’s negligence, willful misconduct or bad faith or as may be incurred
                                         due to the Trustee’s breach of its representations and warranties set forth in
                                         Section 7.15; and



 






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		(3)	to indemnify, or cause to be indemnified, the Trustee, solely
                                         in its individual capacity, for, and to hold it harmless against, any loss, liability,
                                         tax (other than any tax referred to in the next paragraph or any tax attributable to
                                         the Trustee’s compensation for serving as such), cost or expense incurred without
                                         negligence, willful misconduct or bad faith on its part, arising out of or in connection
                                         with the acceptance or administration of any Trust, including the costs and expenses
                                         of (a) defending itself against any claim or liability in connection with the exercise
                                         or performance of any of its powers or duties hereunder or under any Trust Supplement
                                         or (b) contesting the imposition of any such tax, except in each case for any such
                                         loss, liability, tax, cost or expense incurred by reason of the Trustee’s breach
                                         of its representations and warranties set forth in Section 7.15 or in any Trust
                                         Supplement or the Trustee’s failure to perform any of its obligations hereunder
                                         or under any Trust Supplement. The Trustee shall notify the Company promptly of any claim
                                         or tax for which it may seek indemnity. The Company shall defend the claim and the Trustee
                                         shall cooperate in the defense. The Trustee may have separate counsel with the consent
                                         of the Company and the Company will pay the reasonable fees and expenses of such counsel.
                                         The Company need not pay for any settlement made or any taxes paid, in settlement or
                                         otherwise, without its consent.



 


The Trustee shall be entitled to reimbursement
from, and shall have a lien prior to the Certificates of each series upon, all property and funds held or collected by the Trustee
in its capacity as Trustee with respect to such series or the related Trust for any tax incurred without negligence, bad faith
or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of such Trust (other
than any tax attributable to the Trustee’s compensation for serving as such), including any costs and expenses incurred
in contesting the imposition of any such tax. The Trustee shall notify the Company of any claim for any tax for which it may seek
reimbursement. If the Trustee reimburses itself from the Trust Property of such Trust for any such tax, it will mail a brief report
within 30 days setting forth the amount of such tax and the circumstances thereof to the Company and all Certificateholders of
such series as their names and addresses appear in the Register.


 






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Section 7.08.        Corporate
Trustee Required; Eligibility. Each Trust shall at all times have a Trustee which is a bank, trust company or
other financial institution organized and doing business under the laws of the United States or any state thereof, shall be eligible
to act as a trustee under Section 310(a) of the Trust Indenture Act and shall have a combined capital and surplus of
at least $100,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in
existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under
the laws of the United States or any state or territory thereof or the District of Columbia and having a combined capital and
surplus of at least $100,000,000). If such bank, trust company or other financial institution or such corporation publishes reports
of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section 7.08 the combined capital and surplus of such bank,
trust company or other financial institution or such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of conditions so published.


 


In case at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section 7.08 to act as Trustee of any Trust, the Trustee shall resign
immediately as Trustee of such Trust in the manner and with the effect specified in Section 7.09. If the Trustee has or acquires
a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Agreement.


 


Section 7.09.        Resignation
and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of
a successor Trustee of any Trust pursuant to this Article VII shall become effective until the acceptance of appointment
by the successor Trustee under Section 7.10.


 


(a)           The
Trustee may resign at any time as Trustee of any or all Trusts by giving prior written notice thereof to the Company, the Authorized
Agents, any related Owner Trustees and the related Loan Trustees. If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Company, any related Owner Trustees and the Trustee within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.


 


(b)           The
Trustee may be removed at any time as Trustee of any Trust by Direction of the Certificateholders of the related series holding
Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in such
Trust delivered to the Trustee and to the Company, any related Owner Trustees and the related Loan Trustees.


 


(c)           If
at any time in respect of any Trust:


 


		(1)	the Trustee shall fail to comply with Section 310(b) of
                                         the Trust Indenture Act, if applicable, after written request therefor by the Company
                                         or by any Certificateholder who has been a bona fide Certificateholder for at least six
                                         months; or



 


		(2)	the Trustee shall cease to be eligible under Section 7.08
                                         and shall fail to resign after written request therefor by the Company or by any such
                                         Certificateholder; or



 






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		(3)	the Trustee shall become incapable of acting or shall be adjudged
                                         a bankrupt or insolvent or files a bankruptcy petition, or a receiver of the Trustee
                                         or of its property shall be appointed or any public officer shall take charge or control
                                         of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation
                                         or liquidation;



 


then, in any such case, (i) the Company may remove the
Trustee or (ii) any Certificateholder of the related series who has been a bona fide Certificateholder for at least six months
may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee of such Trust.


 


(d)           If
a Responsible Officer of the Trustee shall obtain actual knowledge of an Avoidable Tax (as defined below) in respect of any Trust
which has been or is likely to be asserted, the Trustee shall promptly notify the Company and shall, within 30 days of such notification,
either relocate the administration of the Trust to another jurisdiction as described in the definition of “Avoidable Tax”
or resign as Trustee of such Trust hereunder unless within such 30-day period the Trustee shall have received notice that the
Company has agreed to pay such tax. Provided that there is a corporation in a jurisdiction where there are no Avoidable Taxes
that is willing to act as Trustee and is eligible under Section 7.08, the Company shall promptly after any such resignation
by such Trustee appoint a successor Trustee of such Trust in a jurisdiction where there are no Avoidable Taxes. As used herein,
an “Avoidable Tax” in respect of such Trust means a state or local tax: (i) upon (w) such Trust, (x) the
Trust Property of such Trust, (y) Certificateholders of such Trust or (z) the Trustee for which the Trustee is entitled
to seek reimbursement from the Trust Property of such Trust, and (ii) which would be avoided if the Trust were administered
in a different jurisdiction in the United States or if the Trustee were located in another state, or jurisdiction within a state,
within the United States. A tax shall not be an Avoidable Tax in respect of any Trust if the Company or any Owner Trustee shall
agree to pay, and shall pay, such tax.


 


(e)           If
the Trustee shall resign, be removed or become incapable of acting as Trustee of any Trust or if a vacancy shall occur in the
office of the Trustee of any Trust for any cause, the Company shall promptly appoint a successor Trustee of such Trust. If, within
one year after such resignation, removal or incapability, or other occurrence of such vacancy, a successor Trustee of such Trust
shall be appointed by Direction of the Certificateholders of the related series holding Certificates of such series evidencing
Fractional Undivided Interests aggregating not less than a majority in interest in such Trust delivered to the Company, any related
Owner Trustees, the related Loan Trustee and the retiring Trustee, then the successor Trustee of such Trust so appointed shall,
with the approval of the Company of such appointment, which approval shall not be unreasonably withheld, forthwith upon its acceptance
of such appointment, become the successor Trustee of such Trust and supersede the successor Trustee of such Trust appointed by
the Company as provided above. If no successor Trustee shall have been so appointed by the Company as provided above and accepted
appointment in the manner hereinafter provided, the resigning Trustee or any Certificateholder who has been a bona fide Certificateholder
of the related series for at least six months may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee of such Trust.


 






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(f)            The
successor Trustee of a Trust shall give notice of the resignation and removal of the Trustee and appointment of the successor
Trustee by notifying the Company and the Certificateholders of the related series as their names and addresses appear in the Register.
Each notice shall include the name of such successor Trustee and the address of its Corporate Trust Office.


 


Section 7.10.        Acceptance
of Appointment by Successor. Every successor Trustee appointed hereunder shall execute and deliver to the Company and
to the retiring Trustee with respect to any or all Trusts an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee with respect to such Trust or Trusts shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee
with respect to such Trust or Trusts; but, on, request of the Company or the successor Trustee, such retiring Trustee shall execute
and deliver an instrument transferring to such successor Trustee all such rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all Trust Property held by such retiring Trustee in respect
of such Trusts hereunder (subject nevertheless to its lien, if any, provided for in Section 7.07) and all books and records,
or true, correct and complete copies thereof, held by such retiring Trustee in respect of such Trusts hereunder. Upon request
of any such successor Trustee, the Company, the retiring Trustee and such successor Trustee shall execute and deliver any and
all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and
certainly vesting in, such successor Trustee all such rights, powers and trusts.


 


If a successor Trustee is appointed with
respect to one or more (but not all) Trusts, the Company, the predecessor Trustee and each successor Trustee with respect to any
Trust shall execute and deliver a supplemental agreement hereto which shall contain such provisions as shall be deemed necessary
or desirable to confirm that all of the rights, powers, trusts and duties of the predecessor Trustee with respect to the Trusts
as to which the predecessor Trustee is not retiring shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Basic Agreement and the applicable Trust Supplements as shall be necessary to provide for
or facilitate the administration of the Trusts hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental agreement shall constitute such Trustees as co-Trustees of the same Trust and that each such Trustee shall
be Trustee of separate Trusts.


 


No institution shall accept its appointment
as a successor Trustee hereunder unless at the time of such acceptance such institution shall be qualified and eligible under
this Article VII.


 


Section 7.11.        Merger,
Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, provided that such corporation shall be otherwise qualified and eligible under this
Article VII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Certificates shall have been executed or authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt such execution or authentication and deliver the
Certificates so executed or authenticated with the same effect as if such successor Trustee had itself executed or authenticated
such Certificates.


 






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Section 7.12.        Maintenance
of Agencies. (a) With respect to each series of Certificates, there shall at all times be maintained an office
or agency in the location set forth in Section 12.04 or at such other location as may be specified in the applicable Trust
Supplement where Certificates of such series may be presented or surrendered for registration of transfer or for exchange, and
for payment thereof, and where notices and demands to or upon the Trustee in respect of such Certificates or this Agreement may
be served; provided that, if it shall be necessary that the Trustee maintain an office or agency in another location with
respect to the Certificates of any series (e.g., the Certificates of such series shall be represented by Definitive Certificates
and shall be listed on a national securities exchange), the Trustee will make all reasonable efforts to establish such an office
or agency. Written notice of the location of each such other office or agency and of any change of location thereof shall be given
by the Trustee to the Company, any Owner Trustees, the Loan Trustees (in the case of any Owner Trustee or Loan Trustee, at its
address specified in the Note Documents or such other address as may be notified to the Trustee) and the Certificateholders of
such series. In the event that no such office or agency shall be maintained or no such notice of location or of change of location
shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Trustee.


 


(a)           There
shall at all times be a Registrar and a Paying Agent hereunder with respect to the Certificates of each series. Each such Authorized
Agent shall be a bank, trust company or other financial institution organized and doing business under the laws of the United
States or any state thereof, with a combined capital and surplus of at least $100,000,000 (or combined capital and surplus in
excess of $5,000,000, the obligations of which are fully and unconditionally guaranteed by a corporation organized and doing business
under the laws of the United States or any state or territory thereof or the District of Columbia, with a combined capital and
surplus of at least $100,000,000), and shall be authorized under such laws to exercise corporate trust powers, subject to supervision
by federal or state authorities. The Trustee shall initially be the Paying Agent and, as provided in Section 3.04, Registrar
hereunder with respect to the Certificates of each series. Each Registrar other than the Trustee shall furnish to the Trustee,
at stated intervals of not more than six months, and at such other times as the Trustee may request in writing, a copy of the
Register maintained by such Registrar.


 


(b)           Any
corporation, bank or trust company into which any Authorized Agent may be merged or converted or with which it may be consolidated,
or any corporation, bank or trust company resulting from any merger, consolidation or conversion to which any Authorized Agent
shall be a party, or any corporation, bank or trust company succeeding to the corporate trust business of any Authorized Agent,
shall be the successor of such Authorized Agent, if such successor is otherwise eligible under this Section 7.12, without
the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor.


 






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(c)           Any
Authorized Agent may at any time resign by giving written notice of resignation to the Trustee, the Company, any related Owner
Trustees and the related Loan Trustees. The Company may, and at the request of the Trustee shall, at any time terminate the agency
of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation
or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section 7.12
(when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed),
the Company shall promptly appoint one or more qualified successor Authorized Agents, reasonably satisfactory to the Trustee,
to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased
to be eligible under this Section 7.12. The Company shall give written notice of any such appointment made by it to the Trustee,
any related Owner Trustees and the related Loan Trustees; and in each case the Trustee shall mail notice of such appointment
to all Certificateholders of the related series as their names and addresses appear on the Register for such series.


 


(d)           The
Company agrees to pay, or cause to be paid, from time to time to each Authorized Agent such compensation for its services as the
Company and the Trustee may agree in writing from time to time and to reimburse it for its reasonable expenses to the extent set
forth in Section 7.07(2).


 


Section 7.13.        Money
for Certificate Payments to Be Held in Trust. All moneys deposited with any Paying Agent for the purpose of any payment
on Certificates shall be deposited and held in trust for the benefit of the Certificateholders entitled to such payment, subject
to the provisions of this Section 7.13. Moneys so deposited and held in trust shall constitute a separate trust fund for
the benefit of the Certificateholders with respect to which such money was deposited.


 


The Trustee may at any time, for the purpose
of obtaining the satisfaction and discharge of this Agreement or for any other purpose, direct any Paying Agent to pay to the
Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which
such sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall
be released from all further liability with respect to such money.


 


Section 7.14.        Registration
of Equipment Notes in Trustee’s Name. Subject to the provisions of any Intercreditor Agreement and Section 12.03
hereof, the Trustee agrees that all Equipment Notes to be purchased by any Trust, Specified Investments, if any, to be held by
the Trustee on behalf of a Trust and Permitted Investments, if any, to be held by the Trustee on behalf of a Trust shall be issued
in the name of the Trustee as trustee for the applicable Trust or its nominee and held by the Trustee in trust for the benefit
of the Certificateholders of such series, or, if not so held, the Trustee or its nominee shall be reflected as the owner of such
Equipment Notes, Specified Investments or Permitted Investments, as the case may be, in the register of the issuer of such Equipment
Notes, Specified Investments or Permitted Investments, as the case may be. In no event shall the Trustee invest in, or hold, Equipment
Notes, Specified Investments or Permitted Investments in a manner that would cause the Trustee not to have the ownership interest
in (or a securities entitlement with respect to) such Equipment Notes, Specified Investments or Permitted Investments under the
applicable provisions of the Uniform Commercial Code in effect where the Trustee holds such Equipment Notes, Specified Investments
or Permitted Investments or other applicable law then in effect.


 






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Section 7.15.        Representations
and Warranties of Trustee. The Trustee hereby represents and warrants that:


 


(a)           the
Trustee is a national banking association duly organized and validly existing in good standing under the laws of the United States;


 


(b)           the
Trustee has full power, authority and legal right to execute, deliver and perform this Agreement, any Intercreditor Agreement,
any Liquidity Facility, the Certificates and the Participation Agreements and has taken all necessary action to authorize the
execution, delivery and performance by it of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates
and the Participation Agreements;


 


(c)           the
execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the
Certificates and the Participation Agreements (i) will not violate any provision of any United States federal law or the
law of the state of the United States where such Trustee is located and which governs the banking and trust powers of the Trustee
or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of
its assets, (ii) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will
not violate any provision of, or constitute, with or without notice or lapse of time or both, a default under, or result in the
creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage,
indenture, contract, agreement or other undertaking to which it is a party;


 


(d)           the
execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the
Certificates and the Participation Agreements will not require the authorization, consent, or approval of, the giving of notice
to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of
the United States or the state of the United States where such Trustee is located and regulating the banking and corporate trust
activities of the Trustee, other than the filing of a Statement of Eligibility on Form T-1 in connection with the registration
of any Certificates;


 


(e)           this
Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Participation Agreements have been or
will be duly executed and delivered by the Trustee and constitute or upon such execution and delivery will constitute the legal,
valid and binding agreements of the Trustee, enforceable against it in accordance with their respective terms; provided,
however, that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the rights of creditors generally, and (ii) general principles of equity; and


 


(f)            the
statements made by it in a Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with
the registration of any Certificates are and will be true and accurate subject to the qualifications set forth therein; and
that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the
Securities Act.


 






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The representation and warranties set forth
above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise provided in the applicable Trust Supplement.


 


Section 7.16.        Withholding
Taxes; Information Reporting. As to the Certificates of any series, the Trustee, as trustee of the related grantor
trust created by this Agreement, shall exclude and withhold from each distribution of principal, premium, if any, and interest
and other amounts due or otherwise payable under this Agreement or under the Certificates of such series any and all withholding
taxes applicable thereto as required by law. The parties agree to treat any distribution of proceeds from a Liquidity Facility
for all U.S. federal income tax purposes as principal, premium, interest or other amount on an Equipment Note to the same extent
as the relevant payment under an Equipment Note in respect of which such proceeds are distributed is treated. The Trustee agrees
to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required
to be withheld with respect to any amounts payable in respect of the Certificates of such series, to withhold such amounts and
timely pay the same to the appropriate authority in the name of and on behalf of the Certificateholders of such series, that it
will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof,
it will deliver to each such Certificateholder of such series appropriate documentation showing the payment thereof, together
with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Trustee agrees
to file any other information reports as it may be required to file under United States law.


 


Section 7.17.        Trustee’s
Liens. The Trustee in its individual capacity agrees that it will, in respect of each Trust created by this Agreement,
at its own cost and expense (and without right of indemnity hereunder, including Section 7.07), promptly take any action
as may be necessary to duly discharge and satisfy in full any mortgage, pledge, lien, charge, encumbrance, security interest or
claim (“Trustee’s Liens”) on or with respect to the Trust Property of such Trust which is attributable to the
Trustee either (i) in its individual capacity and which is unrelated to the transactions contemplated by this Agreement or
the related Note Documents or (ii) as Trustee hereunder or in its individual capacity and which arises out of acts or omissions
which are not contemplated by this Agreement.


 


Section 7.18.        Preferential
Collection of Claims. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee shall resign or be removed
as Trustee, it shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein.


 


Section 7.19.        Capacity
in Which Acting. The Trustee acts hereunder and under any Trust not in its individual capacity but solely as trustee
except as expressly provided herein or in the related Trust Supplement.


 






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ARTICLE VIII


 


CERTIFICATEHOLDERS’
LISTS AND REPORTS BY TRUSTEE


 


Section 8.01.        The
Company to Furnish Trustee with Names and Addresses of Certificateholders. With respect to the Certificates of each
series, the Company will furnish (or cause to be furnished) to the Trustee within 15 days after each Record Date with respect
to a Scheduled Payment (and, in any case, at intervals of not more than six months), and at such other times as the Trustee may
request in writing within 30 days after receipt by the Company of any such request, a list, in such form as the Trustee may reasonably
require, of all information in the possession or control of the Company as to the names and addresses of the Certificateholders
of such series, in each case as of a date not more than 15 days prior to the time such list is furnished; provided, however,
that so long as the Trustee is the sole Registrar for such series, no such list need be furnished; and provided further,
that no such list need be furnished for so long as a copy of the Register is being furnished to the Trustee pursuant to Section 7.12.


 


Section 8.02.        Preservation
of Information; Communications to Certificateholders. The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Certificateholders of each series contained in the most recent list furnished to the Trustee
as provided in Section 7.12 or Section 8.01, as the case may be, and the names and addresses of Certificateholders of
each series received by the Trustee in its capacity as Registrar, if so acting. The Trustee may destroy any list furnished to
it as provided in Section 7.12 or Section 8.01, as the case may be, upon receipt of a new list so furnished.


 


Section 8.03.        Reports
by Trustee. Within 60 days after May 15 of each year commencing with the first full year following the issuance
of any series of Certificates, the Trustee shall transmit to the Certificateholders of such series, as provided in Section 313(c) of
the Trust Indenture Act, a brief report dated as of such May 15, if required by and in compliance with Section 313(a) of
the Trust Indenture Act. The Trustee shall also transmit to Certificateholders such reports, if any, as may be required pursuant
to Section 313(b) of the Trust Indenture Act at the times and in the manner provided pursuant thereto and to Section 313(c) thereof.


 


Section 8.04.        Reports
by the Company. The Company shall file with the Trustee, within 30 days after the Parent of the Company files such
information, documents or reports with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (each, a “Required
SEC Filing” and collectively, the “Required SEC Filings”), copies of such information, documents and other reports,
and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant
to the Trust Indenture Act; provided, however, that the Company’s obligation to so file each such Required
SEC Filing with the Trustee shall not arise unless and until such Required SEC Filing has been filed with the SEC. Delivery of
any such reports, information and documents by the Company (or any Guarantor) to the Trustee is for informational purposes only
and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which
the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee acknowledges and agrees that materials
transmitted electronically by the Company (or any Guarantor) to the Trustee shall be deemed filed with the Trustee for purposes
of this Section 8.04. The Company shall have satisfied its obligations in this Section 8.04 so long as the Parent files
with the SEC any information, documents or other reports that contain financial information relating to the Company that satisfies
the applicable requirements of the SEC with respect thereto (giving effect to any rules or amendments thereto that the SEC
has adopted that are not yet effective, to the extent such rules provide for the voluntary early adoption thereof).


 






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ARTICLE IX


 


SUPPLEMENTAL
AGREEMENTS


 


Section 9.01.        Supplemental
Agreements Without Consent of Certificateholders. Without the consent of any Certificateholders, the Company may (but
will not be required to), and the Trustee (subject to Section 9.03) shall, at the Company’s request, at any time and
from time to time, enter into one or more agreements supplemental hereto or, if applicable, to an Intercreditor Agreement, a Participation
Agreement, a Liquidity Facility or a Parent Guarantee, for any of the following purposes:


 


		(1)	to provide for the formation of a Trust, the issuance of a
                                         series of Certificates and other matters contemplated by Section 2.01(b) or
                                         to add, or to change or eliminate, any provision affecting a series of Certificates not
                                         yet issued, including to make appropriate provisions for a Parent Guarantee; or



 


		(2)	to evidence the succession of another Person to the Company
                                         and the assumption by any such successor of the covenants of the Company contained in
                                         this Agreement or of the Company’s obligations under any Intercreditor Agreement,
                                         any Participation Agreement, any Liquidity Facility or, if applicable, to evidence the
                                         succession of another Person to the Parent and the assumption by any such successor of
                                         the covenants of the Parent contained in this Agreement or of the Parent’s obligations
                                         under any Parent Guarantee; or



 


		(3)	to add to the covenants of the Company or the Parent for the
                                         benefit of the Certificateholders of any series, or to surrender any right or power conferred
                                         upon the Company or the Parent in this Agreement, any Participation Agreement, any Intercreditor
                                         Agreement, any Liquidity Facility or any Parent Guarantee; or



 


		(4)	to cure any ambiguity or to correct any mistake or inconsistency
                                         contained in the Certificates of any series, in this Basic Agreement or in any related
                                         Trust Supplement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee;
                                         or



 






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		(5)	to make or modify any other provision in regard to matters
                                         or questions arising under the Certificates of any series, this Basic Agreement or any
                                         related Trust Supplement, any Intercreditor Agreement, any Liquidity Facility or any
                                         Parent Guarantee as the Company may deem necessary or desirable and that will not materially
                                         adversely affect the interests of the related Certificateholders; or



 


		(6)	to comply with any requirement of the SEC, any applicable law,
                                         rules or regulations of any exchange or quotation system on which the Certificates
                                         of any series are listed or of any regulatory body; or



 


		(7)	to modify, eliminate or add to the provisions of this Agreement,
                                         any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee to such extent
                                         as shall be necessary to continue or obtain the qualification of this Agreement (including
                                         any supplemental agreement), any Intercreditor Agreement, any Liquidity Facility or any
                                         Parent Guarantee under the Trust Indenture Act or under any similar Federal statute hereafter
                                         enacted, and to add to this Agreement, any Intercreditor Agreement, any Liquidity Facility
                                         or any Parent Guarantee such other provisions as may be expressly permitted by the Trust
                                         Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of
                                         the Trust Indenture Act as in effect at the date as of which this Basic Agreement was
                                         executed or any corresponding provision in any similar Federal statute hereafter enacted;
                                         or



 


		(8)	to evidence and provide for the acceptance of appointment by
                                         a successor Trustee under this Agreement, any Intercreditor Agreement, any Participation
                                         Agreement, any Indenture, any Liquidity Facility or any Parent Guarantee with respect
                                         to one or more Trusts and to add to or change any of the provisions of this Agreement,
                                         any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee as shall
                                         be necessary to provide for or facilitate the administration of the Trust hereunder and
                                         thereunder by more than one Trustee, pursuant to the requirements of Section 7.10
                                         or to provide multiple Liquidity Facilities with respect to one or more Trusts;
                                         or



 


		(9)	to provide the information required under Section 7.12
                                         and Section 12.04 as to the Trustee; or



 






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		(10)	to add to or change any of the provisions of the Certificates
                                         of any series, this Agreement or any Trust Supplement to such extent as shall be necessary
                                         to facilitate the issuance of Certificates of such series in bearer form or to facilitate
                                         or provide for the issuance of Certificates of such series in global form in addition
                                         to or in place of Certificates of such series in certificated form; or



 


		(11)	to provide for the delivery of agreements supplemental hereto
                                         or the Certificates of any series in or by any means of any computerized, electronic
                                         or other medium, including without limitation by computer diskette; or



 


		(12)	to correct or supplement the description of any property constituting
                                         property of such Trust; or



 


		(13)	to modify, eliminate or add to the provisions of this Basic
                                         Agreement or any Trust Supplement in order to reflect the substitution of a Substitute
                                         Aircraft for any aircraft; or



 


		(14)	to make any other amendments or modifications hereto, provided
                                         that such amendments or modifications shall only apply to Certificates of one or more
                                         series to be thereafter issued;



 


provided, however, that, no such supplemental agreement shall
cause any Trust to fail to qualify as a “grantor trust” for United States federal income tax purposes.


 


Section 9.02.        Supplemental
Agreements with Consent of Certificateholders. With respect to each separate Trust and the series of Certificates relating
thereto, with the consent of the Certificateholders holding Certificates of such series (including consents obtained in connection
with a consent solicitation, tender offer or exchange offer for the Certificates) evidencing Fractional Undivided Interests aggregating
not less than a majority in interest in such Trust, by Direction of said Certificateholders delivered to the Company and the Trustee,
the Company and, if applicable, the Parent, may (with the consent of the Owner Trustees, if any, relating to such Certificates,
which consent shall not be unreasonably withheld), but shall not be obligated to, and the Trustee (subject to Section 9.03)
shall, enter into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent
Guarantee to the extent applicable to such Certificateholders or of modifying in any manner the rights and obligations of such
Certificateholders under this Agreement, any Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee; provided,
however, that no such agreement shall, without the consent of the Certificateholder of each Outstanding Certificate adversely
affected thereby:


 


		(1)	reduce in any manner the amount of, or delay the timing of,
                                         any receipt by the Trustee of payments on the Equipment Notes held in such Trust or distributions
                                         that are required to be made herein on any Certificate of such series, or change any
                                         date of payment on any Certificate of such series, or change the place of payment where,
                                         or the coin or currency in which, any Certificate of such series is payable (other than
                                         as provided for in such Certificate), or impair the right to institute suit for the enforcement
                                         of any such payment or distribution on or after the Regular Distribution Date or Special
                                         Distribution Date applicable thereto; or



 






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		(2)	except as permitted by this Agreement or the applicable Intercreditor
                                         Agreement or Liquidity Facility, permit the disposition of any Equipment Note included
                                         in the Trust Property of such Trust or otherwise deprive such Certificateholder of the
                                         benefit of the ownership of the Equipment Notes in such Trust; or



 


		(3)	alter the priority of distributions specified in the relevant
                                         Intercreditor Agreement, if any, in a manner materially adverse to the interests of the
                                         Certificateholders of any series; or



 


		(4)	modify any of the provisions of this Section 9.02 with
                                         respect to such series of Certificates, except to increase the specified percentage of
                                         the aggregate Fractional Undivided Interests of such Trust that is required for any supplemental
                                         agreement as set forth therein, or to provide that certain other provisions of this Agreement
                                         cannot be modified or waived without the consent of the Certificateholder of each Certificate
                                         of such series affected thereby; or



 


		(5)	cause any Trust be treated as other than a grantor trust for
                                         United States federal income tax purposes.



 


It shall not be necessary for any Direction
of such Certificateholders under this Section 9.02 to approve the particular form of any proposed supplemental agreement,
but it shall be sufficient if such Direction shall approve the substance thereof.


 


Section 9.03.        Documents
Affecting Immunity or Indemnity. If in the opinion of the Trustee any document required to be executed by it pursuant
to the terms of Section 9.01 or 9.02 affects any interest, right, duty, immunity or indemnity in favor of the Trustee under
this Basic Agreement or any Trust Supplement, the Trustee may in its discretion decline to execute such document.


 


Section 9.04.        Execution
of Supplemental Agreements. In executing, or accepting the additional trusts created by, any supplemental agreement
permitted by this Article IX or the modifications thereby of the trusts created by this Agreement, the Trustee shall be entitled
to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental
agreement is authorized or permitted by this Agreement.


 


Section 9.05.        Effect
of Supplemental Agreements. Upon the execution of any agreement supplemental to this Agreement under this Article IX,
this Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Agreement
for all purposes, and every Certificateholder of each series theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby to the extent applicable to such series.


 






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Section 9.06.        Conformity
with Trust Indenture Act. Every supplemental agreement executed pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect.


 


Section 9.07.        Reference
in Certificates to Supplemental Agreements. Certificates of each series authenticated and delivered after the execution
of any supplemental agreement applicable to such series pursuant to this Article IX may bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental agreement; and, in such case, suitable notation may be
made upon Outstanding Certificates of such series after proper presentation and demand.


 


ARTICLE X


 


AMENDMENTS
TO INDENTURES AND OTHER NOTE DOCUMENTS


 


Section 10.01.      Amendments
and Supplements to Indentures and Other Note Documents. In the event that the Trustee, as holder (or beneficial owner
through the Subordination Agent) of any Equipment Notes (or as a prospective purchaser of any Postponed Notes) in trust for the
benefit of the Certificateholders of any series or as Controlling Party under an Intercreditor Agreement, receives (directly or
indirectly through the Subordination Agent) a request for a consent to any amendment, modification, waiver or supplement under
any Indenture or other Note Document, subject to Section 9.01 hereof, the Trustee shall forthwith send a notice of such proposed
amendment, modification, waiver or supplement to each Certificateholder of such series registered on the Register as of the date
of such notice. The Trustee shall request from the Certificateholders of such series a Direction as to (a) whether or not
to take or refrain from taking (or direct the Subordination Agent to take or refrain from taking) any action which a holder of
(or, with respect to Postponed Notes, a prospective purchaser of) such Equipment Note has the option to direct, (b) whether
or not to give or execute (or direct the Subordination Agent to give or execute) any waivers, consents, amendments, modifications
or supplements as a holder of (or, with respect to Postponed Notes, a prospective purchaser of) such Equipment Note or a Controlling
Party and (c) how to vote (or direct the Subordination Agent to vote) any Equipment Note (or, with respect to a Postponed
Note, its commitment to acquire such Postponed Note) if a vote has been called for with respect thereto. Provided such a request
for Certificateholder Direction shall have been made, in directing any action or casting any vote or giving any consent as the
holder of any Equipment Note (or in directing the Subordination Agent in any of the foregoing), (i) other than as Controlling
Party, the Trustee shall vote for or give consent to any such action with respect to such Equipment Note (or Postponed Note) in
the same proportion as that of (A) the aggregate face amount of all Certificates actually voted in favor of or for giving
consent to such action by such Direction of Certificateholders to (B) the aggregate face amount of all Outstanding Certificates
and (ii) as Controlling Party, the Trustee shall vote as directed in such Certificateholder Direction by the Certificateholders
of such series evidencing a Fractional Undivided Interest aggregating not less than a majority in interest in the related Trust.
For purposes of the immediately preceding sentence, a Certificate shall have been “actually voted” if the Holder of
such Certificate has delivered to the Trustee an instrument evidencing such Holder’s consent to such Direction prior to
one Business Day before the Trustee directs such action or casts such vote or gives such consent. Notwithstanding the foregoing,
but subject to Section 6.04 and any Intercreditor Agreement, the Trustee may, with respect to the Certificates of any series,
in its own discretion and at its own direction, consent and notify the relevant Loan Trustee of such consent (or direct the Subordination
Agent to consent and notify the Loan Trustee of such consent) to any amendment, modification, waiver or supplement under any related
Indenture or any other related Note Document if an Event of Default hereunder shall have occurred and be continuing or if such
amendment, modification, waiver or supplement will not materially adversely affect the interests of the Certificateholders of
such series.


 






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ARTICLE XI


 


TERMINATION
OF TRUSTS


 


Section 11.01.      Termination
of the Trusts. In respect of each Trust created by the Basic Agreement as supplemented by a related Trust Supplement,
the respective obligations and responsibilities of the Company and the Trustee and, if applicable, the Parent with respect to
such Trust shall terminate upon the distribution to all Holders of Certificates of the series of such Trust and the Trustee of
all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of
the Trust Property of such Trust; provided, however, that in no event shall such Trust continue beyond the final expiration
date determined as provided in such Trust Supplement.


 


Notice of any termination of a Trust, specifying
the applicable Regular Distribution Date (or applicable Special Distribution Date, as the case may be) upon which the Certificateholders
of any series may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be
mailed promptly by the Trustee to Certificateholders of such series not earlier than 60 days and not later than 15 days preceding
such final distribution specifying (i) the Regular Distribution Date (or Special Distribution Date, as the case may be) upon
which the proposed final payment of the Certificates of such series will be made upon presentation and surrender of Certificates
of such series at the office or agency of the Trustee therein specified, (ii) the amount of any such proposed final payment,
and (iii) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as the
case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates of such series at
the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time such notice
is given to Certificateholders of such series. Upon presentation and surrender of the Certificates of such series in accordance
with such notice, the Trustee shall cause to be distributed to Certificateholders of such series amounts distributable on such
Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02.


 


In the event that all of the Certificateholders
of such series shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned
written notice, the Trustee shall give a second written notice to the remaining Certificateholders of such series to surrender
their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue
on the Certificates of such series after any Regular Distribution Date (or Special Distribution Date, as the case may be) of such
series, as specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions
on the Certificates of such series shall remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied,
after 60 days’ notice from the Company, is one month prior to the escheat period provided under applicable law) after the
final distribution date with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating
to such Loan Trustee for distribution as provided in the applicable Indenture or other Note Documents and shall give written notice
thereof to any related Owner Trustees and the Company.


 






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ARTICLE XII


 


MISCELLANEOUS
PROVISIONS


 


Section 12.01. Limitation
on Rights of Certificateholders.


 


(a)         The
insolvency, death or incapacity of any Certificateholder of any series shall not operate to terminate this Agreement or the related
Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action
or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them. No Certificateholder of any series shall be entitled to revoke the related
Trust.


 


(b)        No
transfer, by operation of law or otherwise, of any Certificate or other right, title and interest of any Certificateholder in
and to the applicable Trust Property or under the related Trust shall operate to terminate the Trust or entitle such Certificateholder
or any successor or transferee of such Certificateholder to an accounting or to the transfer to it of legal title to any part
of such Trust Property.


 


Section 12.02. Certificates
Nonassessable and Fully Paid. Certificateholders of each series shall not be personally liable for obligations of the
related Trust, the Fractional Undivided Interests represented by the Certificates of such series shall be nonassessable for
any losses or expenses of such Trust or for any reason whatsoever, and Certificates of such series upon authentication
thereof by the Trustee pursuant to Section 3.02 are and shall be deemed fully paid. No Certificateholder of such series
shall have any right (except as expressly provided herein) to vote or in any manner otherwise control the operation and
management of the related Trust Property, the related Trust, or the obligations of the parties hereto, nor shall anything set
forth herein, or contained in the terms of the Certificates of such series, be construed so as to constitute the
Certificateholders of such series from time to time as partners or members of an association.


 


Section 12.03. Registration
of Equipment Notes in Name of Subordination Agent. If a Trust is party to an Intercreditor Agreement, the Trustee agrees
that all Equipment Notes to be purchased by such Trust may be issued in the name of the Subordination Agent under such Intercreditor
Agreement or its nominee and held by such Subordination Agent in trust for the benefit of the Certificateholders, or, if not so
held, such Subordination Agent or its nominee shall be reflected as the owner of such Equipment Notes in the register of the issuer
of such Equipment Notes.


 



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Section 12.04. Notices.
(a) Unless otherwise expressly specified or permitted by the terms hereof or in the applicable Trust Supplement with respect
to any Trust created thereby, all notices required or permitted under the terms and provisions of this Basic Agreement or such
Trust Supplement shall be in English and in writing, and any such notice may be given by U.S. mail, courier service or facsimile
or any other customary means of communication, and any such notice shall be effective when delivered (or, if mailed, three Business
Days after deposit, postage prepaid, in the first class U.S. mail and, if delivered by facsimile, upon completion of transmission
and confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that the
transmission was received),


 


if to the Company, to:


 


Federal Express Corporation


3610 Hacks Cross Road


Memphis, TN 38125


Attn: General Counsel


 


with a copy to:


 





FedEx Corporation


942 S. Shady Grove Road


Memphis, Tennessee 38120


Attention: Treasurer


 


if to the Trustee, to:


 


Wilmington Trust Company


1100 North Market Square


 


Wilmington, DE 19890-1605


Attention:           Global Capital Market Services


Ref:                      FedEx
2020-1AA EETC


Telephone:         [     ]


Facsimile:           [    ]


 


(a)        The
Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent notices or communications.


 


(b)        Any
notice or communication to Certificateholders of any series shall be mailed by first-class mail to the addresses for Certificateholders
of such series shown on the Register kept by the Registrar and to addresses filed with the Trustee for Certificate Owners of such
series. Failure so to mail a notice or communication or any defect in such notice or communication shall not affect its sufficiency
with respect to other Certificateholders or Certificate Owners of such series.


 


(c)         If
a notice or communication is mailed in the manner provided above, it is conclusively presumed to have been duly given, whether
or not the addressee receives it.


 






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(d)        If
the Company mails a notice or communication to the Certificateholders of such series, it shall mail a copy to the Trustee and
to each Paying Agent for such series at the same time.


 


(e)         The
Trustee shall promptly furnish the Company with a copy of any demand, notice or written communication received by the Trustee
hereunder from any Certificateholder, Certificate Owner, Owner Trustee, Loan Trustee, Liquidity Provider or Subordination Agent.


 


(f)         Whenever
the words “notice” or “notify” or similar words are used herein, they shall have the same meaning ascribed
to these terms as set forth in this Section 12.04.


 


Section 12.05. Governing
Law. THIS BASIC AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS BASIC AGREEMENT, TOGETHER WITH ALL TRUST
SUPPLEMENTS AND CERTIFICATES, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING
ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


Section 12.06. Severability
of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


Section 12.07. Trust
Indenture Act Controls. This Agreement is subject to the provisions of the Trust Indenture Act and if any provision
of this Agreement limits, qualifies or conflicts with another provision which is required to be included in this Agreement by
the Trust Indenture Act, the required provision shall control. If any provision of this Agreement modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Agreement
as so modified, or to be excluded, as the case may be, whether or not such provision of this Agreement refers expressly to such
provision of the Trust Indenture Act.


 


Section 12.08. Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.


 


Section 12.09. Successors
and Assigns. All covenants, agreements, representations and warranties in this Agreement by the Trustee and the Company
shall bind and, to the extent permitted hereby, shall inure to the benefit of and be enforceable by their respective successors
and assigns, whether so expressed or not. Any request, notice, direction, consent, waiver or other instrument or action by any
Certificateholder shall bind the successors and assigns of such Certificateholder.


 






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Section 12.10. Benefits
of Agreement. Nothing in this Agreement or in the Certificates of any series, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, and the Certificateholders of each series, any benefit or
any legal or equitable right, remedy or claim under this Agreement, except as provided expressly herein.


 


Section 12.11. Legal
Holidays. In any case where any Regular Distribution Date or Special Distribution Date relating to any Certificate
of any series is not a Business Day with respect to such series, then (notwithstanding any other provision of this Agreement)
payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if
made on such Regular Distribution Date or Special Distribution Date, and no interest shall accrue during the intervening period.


 


Section 12.12. Counterparts.
For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall
constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by
facsimile or portable document format (.pdf) shall be as effective as delivery of a manually executed counterparty of this Agreement.


 


Section 12.13. Communication
by Certificateholders with Other Certificateholders. Certificateholders of any series may communicate with other Certificateholders
of such series with respect to their rights under this Basic Agreement, the related Trust Supplement or the Certificates of such
series pursuant to Section 312(b) of the Trust Indenture Act. The Company, the Trustee and any and all other persons
benefited by this Agreement shall have the protection afforded by Section 312(c) of the Trust Indenture Act.


 


Section 12.14. Normal
Commercial Relations. Anything contained in this Agreement to the contrary notwithstanding, the Trustee and any Certificateholder,
or any bank or other Affiliate of any such party, may conduct any banking or other financial transactions, and have banking or
other commercial relationships, with the Company, the Parent and any of their Affiliates fully to the same extent as if this Agreement
were not in effect, including without limitation the making of loans or other extensions of credit to the Company, the Parent
and any of their Affiliates for any purpose whatsoever, whether related to any of the transactions contemplated hereby or otherwise.


 


Section 12.15. No
Recourse Against Others. No past, present or future director, officer, employee, agent, member, manager, trustee or
stockholder, as such, of the Company, the Parent or any successor Person or any Affiliate of any thereof shall have any liability
for any obligations of the Company, the Parent or any successor Person or any Affiliate of any thereof, either directly or through
the Company, the Parent or any successor Person or any Affiliate of any thereof, under the Certificates, this Agreement or any
Parent Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation, whether by virtue
of any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise. By accepting a Certificate, each Certificateholder agrees to the provisions of this Section 12.15
and waives and releases all such liability. Such waiver and release shall be part of the consideration for the issue of the Certificates.


 








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IN WITNESS WHEREOF, the parties have caused
this Pass Through Trust Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and
year first written above.


 


	 	 	FEDERAL EXPRESS CORPORATION
	 	 	 
	 	By:	/s/ Herbert C. Nappier
	 	 	Name: Herbert C.
    Nappier
	 	 	Title:
    Treasurer


 


	 	 	WILMINGTON TRUST COMPANY,

Trustee
	 	 	 
	 	By:	/s/ Adam R. Vogelsong
		 	Name: Adam R. Vogelsong
	 	 	Title: Vice President




 








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