Exhibit 4.1


 


PASS THROUGH TRUST AGREEMENT


 


Dated as of May 29, 2015


 


between


 


LATAM AIRLINES GROUP S.A.


 


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	12
	Section 1.03	Form of Documents Delivered to Trustee	13
	Section 1.04	Directions of Certificateholders	13
	 	 	 
	 	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	22
	Section 3.06	Mutilated, Destroyed, Lost or Stolen Certificates	23
	Section 3.07	Persons Deemed Owners of Certificates	24
	Section 3.08	Cancellation	24
	Section 3.09	Limitation of Liability for Payments	24
	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	27
	Section 4.04	Investment of Special Payment Moneys	28







 




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	 	Article V.	 
	 	THE COMPANY	 
	 	 	 
	Section 5.01	Maintenance of Corporate Existence	28
	Section 5.02	Consolidation, Merger, Etc.	29
	 	 	 
	 	Article VI.	 
	 	DEFAULT	 
	 	 	 
	Section 6.01	Indenture Events of Default and Triggering Events	29
	Section 6.02	Incidents of Sale of Equipment Notes	31
	Section 6.03	Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit	31
	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	33
	Section 6.07	Certificateholders May Not Bring Suit Except Under Certain Conditions	33
	Section 6.08	Remedies Cumulative	34
	Section 6.09	Discontinuance of Proceedings	34
	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	35
	Section 7.03	Certain Rights of Trustee	36
	Section 7.04	Not Responsible for Recitals or Issuance of Certificates	37
	Section 7.05	May Hold Certificates	37
	Section 7.06	Money Held in Trust	37
	Section 7.07	Compensation and Reimbursement	37
	Section 7.08	Corporate Trustee Required; Eligibility	38
	Section 7.09	Resignation and Removal; Appointment of Successor	39
	Section 7.10	Acceptance of Appointment by Successor	41
	Section 7.11	Merger, Conversion, Consolidation or Succession to Business	41
	Section 7.12	Maintenance of Agencies	41
	Section 7.13	Money for Certificate Payments to Be Held in Trust	43
	Section 7.14	Registration of Equipment Notes in Trustee’s Name	43
	Section 7.15	Representations and Warranties of Trustee	43
	Section 7.16	Withholding Taxes; Information Reporting	44
	Section 7.17	Trustee’s Liens	45
	Section 7.18	Preferential Collection of Claims	45
	Section 7.19	Capacity in Which Acting	45
	 	 	 
	 	Article VIII.	 
	 	CERTIFICATEHOLDERS’ LISTS AND REPORTS BY TRUSTEE	 
	 	 	 
	Section 8.01	The Company to Furnish Trustee with Names and Addresses of Certificateholders	45
	Section 8.02	Preservation of Information; Communications to Certificateholders	46
	Section 8.03	Reports by Trustee	46
	Section 8.04	Reports by the Company	46




 




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	 	Article IX.	 
	 	SUPPLEMENTAL AGREEMENTS	 
	 	 	 
	Section 9.01	Supplemental Agreements Without Consent of Certificateholders	47
	Section 9.02	Supplemental Agreements with Consent of Certificateholders	49
	Section 9.03	Documents Affecting Immunity or Indemnity	50
	Section 9.04	Execution of Supplemental Agreements	50
	Section 9.05	Effect of Supplemental Agreements	50
	Section 9.06	Conformity with Trust Indenture Act	50
	Section 9.07	Reference in Certificates to Supplemental Agreements	50
	 	 	 
	 	Article X.	 
	 	AMENDMENTS TO INDENTURES AND OTHER NOTE DOCUMENTS	 
	 	 	 
	Section 10.01	Amendments and Supplements to Indentures and Other Note Documents	50
	 	 	 
	 	Article XI.	 
	 	TERMINATION OF TRUSTS	 
	 	 	 
	Section 11.01	Termination of the Trusts	51
	 	 	 
	 	Article XII.	 
	 	MISCELLANEOUS PROVISIONS	 
	 	 	 
	Section 12.01	Limitation on Rights of Certificateholders	52
	Section 12.02	Certificates Nonassessable and Fully Paid	53
	Section 12.03	Registration of Equipment Notes in Name of Subordination Agent	53
	Section 12.04	Notices	53
	Section 12.05	Governing Law	54
	Section 12.06	Severability of Provisions	54
	Section 12.07	Trust Indenture Act Controls	54
	Section 12.08	Agent for Service of Process; Submission to Jurisdiction	55
	Section 12.09	Effect of Headings and Table of Contents	55
	Section 12.10	Successors and Assigns	55
	Section 12.11	Benefits of Agreement	55
	Section 12.12	Legal Holidays	55
	Section 12.13	Counterparts	56
	Section 12.14	Communication by Certificateholders with Other Certificateholders	56
	Section 12.15	Normal Commercial Relations	56
	Section 12.16	No Recourse Against Others	56
	Section 12.17	Qualification of Agreement	56







  




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Reconciliation and tie between LATAM Pass Through
Trust Agreement, dated as of May 29, 2015 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 May 29, 2015 (the “Basic Agreement”), between LATAM Airlines Group S.A., an open stock corporation (sociedad
anónima abierta) organized under the laws of the Republic of Chile (the “Company”), and Wilmington
Trust Company, a Delaware trust company, as Trustee, is made with respect to the formation from time to time of separate LATAM
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.


 


WITNESSETH:


 


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 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, or notes issued by a separate trust or other entity secured by 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; and


 


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;


 


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:


 




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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 any of 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.


 


Agent for Service: Has the
meaning specified in Section 12.08.


 


Agreement: Has the meaning
specified in Section 1.01(6).


 




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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.


 


Avoidable Tax: Has the meaning
specified in Section 7.09(e).


 


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, the transfer
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, Santiago, Chile, 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, a 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 Exchange Act.


 


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 LATAM Airlines
Group S.A., an open stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile,
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(a).


 


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 United States
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 as may be designated under the related Trust Supplement as an “Event of Default”.


 


Exchange Act: Means the United
States Securities Exchange Act of 1934, as amended.


 


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


 


Guarantee: Means, with respect
to the Certificates of any series, a guarantee by any Guarantor of the obligations of the Company or Owner, as applicable, under
any Equipment Notes 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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Guarantor: Means any obligor
under a Guarantee.


 


Holder: Has the meaning specified
in the definition of “Certificateholder or Holder”.


 


IFRS: Means the International
Financial Reporting Standards as issued by the International Accounting Standards Board.


 


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 and an indenture having substantially the same terms
and conditions which relates to a Substitute Aircraft, as each such indenture may be amended or supplemented in accordance with
its respective terms; and “Indentures” means all of such agreements.


 


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, 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, a letter executed by the Trustee and addressed to the initial Clearing Agency
substantially in the form attached as an exhibit to the related Trust Supplement, as such letter may be amended, modified or supplemented,
or any successor letter thereto.


 




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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, the related Participation Agreement, the Note Purchase 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 any Guarantor has guaranteed any obligations of the Company or any Owner under any such Equipment Notes or Leases, the
Guarantee.


 


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


 


Officer’s Certificate:
Means a certificate signed, (a) in the case of the Company (or any successor thereto pursuant to Section 5.02), by the Chairman
or Vice Chairman of the Board of Directors, the President, any Executive Vice President, any Senior Vice President, any Vice President
or the Treasurer of the Company or (b) in the case of the Trustee or an Owner or a Loan Trustee, a Responsible Officer of the Trustee
or such Owner 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 (or any successor thereto pursuant to Section 5.02)
may be (i) a senior attorney of the Company one of whose principal duties is furnishing advice as to legal matters, (ii) Clifford
Chance US LLP or (iii) such other counsel designated by the Company and reasonably acceptable to the Trustee and (b) in the case
of any Owner 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:


 




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(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: Means, with respect
to any Equipment Note, the owner of the Aircraft securing such Equipment Note, if such owner is not the Company, and any permitted
successor or assign of such Owner; and “Owners” at any time of determination means all of the Owners, if any,
referred to in the Indentures.


 


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 Supplement, (i)
the original aggregate face amount of the Certificates of such series less (ii) the aggregate amount of all distributions made
as of such date 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.


 




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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).


 


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 Note Purchase 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 Note Purchase 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: Has the meaning,
with respect to the Certificates of any series, specified in Section 3.04.


 




    	 	8	 



     


    

  


Registrar: Has the meaning,
with respect to the Certificates of any series, specified in Section 3.04 and includes the registrar appointed pursuant to Sections
3.04 and 7.12.


 


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 that is a trust, any officer in the Corporate Trust Department or similar
department of the Trustee, such Loan Trustee or such Owner, 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 any other Owner, the president, any
vice president, manager, member, director or other officer of such Owner.


 


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 the applicable
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 the applicable
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 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 United States
Securities and Exchange Commission, as from time to time constituted or created under the Exchange Act or, if at any time after
the execution of this instrument such Commission is not existing and performing the duties now assigned to it, then the body performing
such duties on such date.


 




    	 	9	 



     


    

  


Securities Act: Means the United
States 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; provided that, if any such day is not a Business Day, the related distribution shall be made on the next succeeding
Business Day.


 


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.


 


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 on or before the Special Distribution Date next following the Cut-off Date for such Trust by at least 15 days. The
Trustee is hereby authorized, in making or disposing of 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.


 




    	 	10	 



     


    

  


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 this Agreement and, at the election of the Company, substituted
prior to the applicable Cut-off Date, if any, pursuant to the terms of this Agreement.


 


SVS: Means the Chilean Securities
Commission (Superintendencia de Valores y Seguros).


 


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 Note Purchase 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 Note Purchase 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 Agreement.


 


Trust Indenture Act: Means,
with respect to any particular Trust, the United States 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 issued by the Company 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 clause (i) above, (iv) all rights of such Trust and the Trustee, on behalf of the Trust, under
any Intercreditor Agreement or Liquidity Facility, if applicable, 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, if applicable, for such Trust.


 




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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.


 


Trustee: Means, with respect
to any particular Trust, the institution executing this 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), in each case, not in its individual capacity
but solely as trustee under this Agreement.


 


Trustee’s Liens: Has the
meaning specified in Section 7.17.


 


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 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 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 each firm or individual signing such opinion has read such covenant
or condition and the definitions in this Basic Agreement or this Agreement relating thereto;


 


(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 or firm, as applicable, he, she or it, as applicable, has made such examination
or investigation as is necessary to enable him, her or it, as applicable, 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 or firm, as applicable, such condition or covenant has been complied
with.


 




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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 Certificateholders. (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.


 


(b)         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.


 


(c)         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 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
or any Affiliate of any such Person.


 




    	 	13	 



     


    

  


(d)         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).


 


(e)         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.


 


(f)         Except
as otherwise provided in paragraph (c) of this Section, 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.


 


(g)         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.


 




    	 	14	 



     


    

  


(b)         The
following matters shall 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 any Guarantor will guarantee the obligations of the Company
or any Owner, as applicable, under any Equipment Notes or any Leases related to Equipment Notes to be acquired and held in the
Trust formed by such Trust Supplement, by and among such Guarantor, 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);


 


(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;


 




    	 	15	 



     


    

  


(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 (or, in the case of any Certificates denominated or payable in a currency other than United
States dollars and if other than as provided in Section 3.05, whether and the circumstances under which beneficial owners of interests
in such Certificates in permanent global form may exchange such interests for Certificates of such series and of like tenor of
any authorized form and denomination);


 


(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,
if determined, and Note Documents, if determined;


 


(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;


 


(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 or any interest rate swap, interest rate cap, option, forward contract
or other derivative contract or other form of credit enhancement and, if so, any terms appropriate thereto;


 


(17)        whether
any Guarantor will guarantee the obligations of the Company or any Owner, as applicable, 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, if so, the specific form of
such Guarantee or Guarantees and a statement that such Guarantor shall be an “obligor” as such term is defined in and
solely for purposes of the Trust Indenture Act and shall be required to comply with those provisions of this Agreement compliance
with which is required by an “obligor” under the Trust Indenture Act;


 


(18)        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;


 


(19)        the
extent, if any, to which the Company or any Owner 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;


 




    	 	16	 



     


    

  


(20)        if
the Certificates of such series are to be issued in bearer form, the forms thereof and any other special terms relating thereto;


 


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


 


(22)        any
other terms of the Certificates of such series or any related 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), if any, including
any terms of the Certificates of such series which may be required or advisable under United States or Chilean laws or regulations
or advisable (as determined by the Company) in connection with the marketing of Certificates of the series.


 


(c)         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. Unless otherwise specified in the related Trust Supplement:


 


(a)         On or prior to the Issuance Date of
the Certificates of a series, the Trustee shall execute and deliver the related Note Purchase Agreements in the form
delivered to the Trustee by the Company and the Owners, if any. 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
contemplated to be purchased by the Trustee under the related Note Purchase 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 Note Purchase 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.


 




    	 	17	 



     


    

  


(b)         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,
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. Upon request of the Company on one or more occasions and the satisfaction or
waiver of the closing conditions specified in the applicable Note Purchase Agreements on or prior to the related Cut-off Date,
the Trustee shall purchase the applicable Postponed Notes, on the terms specified in such Note Purchase Agreements, with the Escrowed
Funds withdrawn from the Escrow Account.


 


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.


 




    	 	18	 



     


    

 


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.


 


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 Note Purchase 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. Except to the extent otherwise
provided in the applicable Trust Supplement, 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 United States 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).


 




    	 	19	 



     


    

  


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.


 


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 principal amount of the Equipment Notes that may be purchased by the Trustee pursuant to the related Note Purchase
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.


 


(b)         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 executed by the Trustee by manual 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.


 




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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.


 


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.


 




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Section 3.05        Book-Entry
and Definitive Certificates. (a) 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 Cede & Co., the nominee of the
initial Clearing Agency, 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:


 


(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 3.05 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, any Owner, any Guarantor,
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
or (ii) 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.


 


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.


 




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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 shall be 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 of Certificates. 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, any Owner, any Guarantor, 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.


 


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 Trustee, the Loan Trustees or any Owner except as otherwise expressly provided in this Agreement, in any
Note Document or in any related Intercreditor Agreement.


 




    	 	24	 



     


    

 


 


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.


 


(b)         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.


 




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(c)         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).


 


(b)         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).


 




    	 	26	 



     


    

  


(c)         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.


 


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 Certificate 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.


 




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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 interests in the 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 holders 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. 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.


 


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 shall determine that the
preservation thereof is no longer desirable in the conduct of the business of the Company.


 




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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 (i) immediately prior to such
transaction and immediately after giving effect to such transaction no Event of Default will have occurred or be continuing;
(ii) 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
(x) the laws of the Republic of Chile or any territory thereof or (y) the laws of the United States of America or any state
thereof or the District of Columbia, provided that, in the case of clause (y), such Person shall be a United States
certificated air carrier, if and so long as such status is a condition of entitlement to the benefits of Section 1110 of the
United States Bankruptcy Reform Act of 1978, as amended, with respect to any Leases or the Aircraft, and (iii) such
Person shall execute and deliver to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee
containing an assumption by such successor Person of the due and punctual performance and observance of each covenant and
condition of this Agreement.


 


(b)         Upon
any 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 with the same effect as if such successor Person had been named as the Company herein.


 


(c)         The
Trustee may request an Officer’s Certificate and an Opinion of Counsel of the Company 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.


 


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 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.


 




    	 	29	 



     


    

  


(b)         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. 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.


 


(c)         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.


 


(d)         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.


 




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Section 6.02        Incidents
of Sale of Equipment Notes. Upon any sale of all or any part of the Equipment Notes held in the 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 the 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.


 


(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, if any.


 




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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, 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:


 


(1)        such
Direction shall not in the opinion of the Trustee be in conflict with any rule of law or with this Agreement, and such Direction
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


 




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(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 Trust 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 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.


 


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 for the appointment of a receiver
or for the enforcement of any other remedy under this Agreement, unless:


 




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


 


(2)        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);


 


(3)        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


 


(4)        no
direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by Certificateholders
holding Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest
in the related Trust.


 


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, except in the manner provided in this Agreement
and for the equal, ratable and common benefit of all the Certificateholders of such series subject to the provisions of this Agreement.


 


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, 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, 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.


 




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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 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.


 


(b)         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.


 


(c)         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.


 


(d)         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.


 




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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 transmit by mail to the Company, any related Owners,
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, notice of such default hereunder known to the Trustee, 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.


 


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 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 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;


 




    	 	36	 



     


    

  


(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


 


(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 Note Purchase 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, any Owner, any Guarantor 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); and


 




    	 	37	 



     


    

  


(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


 


(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 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 shall be a bank, trust company or other
financial institution (a) organized and doing business under the laws of the United States or any state thereof, eligible to act
as a trustee under Section 310(a) of the Trust Indenture Act, authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by United States federal or state authorities, having 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) and (b) not affiliated with the Company or any Owner. 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 shall acquire
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.


 


(b)         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 Owners and the related Loan Trustees. If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Company, any related Owners 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.


 


(c)         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 Owners and the related Loan Trustees.


 


(d)         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 after written request therefor by the Company or by
any Certificateholder who has been a bona fide Certificateholder for at least six months;


 


(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


 


(3)        the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, 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;


 




    	 	39	 



     


    

  


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.


 


(e)         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 shall agree to pay, and shall pay, such tax.


 


(f)         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 Owners,
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.


 


(g)         The
successor Trustee of a Trust shall give notice of the resignation and removal of the Trustee and appointment of the successor Trustee
by mailing written notice of such event by first-class mail, postage prepaid, to 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.


 




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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 applicant 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 Owners, the Loan Trustees (in the case of any Owner 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.


 


(b)         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.


 


(c)         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.


 


(d)         Any
Authorized Agent may at any time resign by giving written notice of resignation to the Trustee, the Company, any related Owners
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 Owners
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.


 




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(e)         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.


 


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


 


(a)         the
Trustee is a trust company duly organized and validly existing in good standing under the laws of the State of Delaware;


 




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(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 Note Purchase 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
Note Purchase Agreements;


 


(c)         the
execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the
Certificates and the Note Purchase Agreements (i) will not violate any provision of any United States federal law governing its
trust powers or the law of the state of the United States where such Trustee is located and which governs the 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 charter 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 Note Purchase 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 corporate trust activities of
the Trustee, other than the filing of a Statement of Eligibility on Form T-1 in connection with any registration of any Certificates;


 


(e)         this
Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase 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 any Statement of Eligibility on Form T-1 to be supplied to the Company in connection with the registration
of any Certificates will be true and accurate, subject to the qualifications set forth therein; and that such statement will comply
in all material respects with the requirements of the Trust Indenture Act and the Securities Act.


 


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.


 




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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 under this Agreement or under the Certificates of such series any and all withholding taxes applicable thereto as required
by law. 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.


 


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.


 




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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:


 


(a)         file
with the Trustee (i) an English language version of the Company’s annual audited consolidated financial statements prepared
in accordance with IFRS promptly upon such financial statements becoming available but in no case later than 120 days after the
close of its fiscal year; (ii) an English language version of the Company’s unaudited quarterly financial statements prepared
in accordance with IFRS promptly upon such financial statements becoming available but in no case later than 60 days after the
close of each fiscal quarter (other than the last fiscal quarter of its fiscal year), and (iii) without duplication, English language
versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission
by) the Company with (x) the SVS or (y) the SEC (in each case, to the extent that any such report or notice is generally available
to its security holders or the public in the Republic of Chile or elsewhere and, in the case of clause (y) is filed or submitted
pursuant to Rule 12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act, or otherwise); provided that the requirements
of the Company under this Section 8.04(a) shall be deemed fulfilled if such report has been filed with or submitted to the SEC
through the Electronic Data Gathering Analysis and Retrieval (EDGAR) system (or any successor method of filing) or if such report
is made available on the SEC’s or the Company’s website (and the Company shall provide the relevant URL to the Trustee
upon request);


 


(b)         file
with the Trustee and the SEC, in accordance with the rules and regulations prescribed by the SEC, such additional information,
documents and reports with respect to compliance by the Company with the conditions and covenants of the Company provided for in
this Agreement, as may be required by such rules and regulations;


 


(c)         transmit
to all Certificateholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries
of any information, documents and reports required to be filed by the Company pursuant to subsections (a) and (b) of this Section
8.44 as may be required by rules and regulations prescribed by the SEC; and


 




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(d)         furnish
to the Trustee, not less often than annually, a brief certificate from the principal executive officer, principal financial officer
or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants
of the Company under this Agreement (it being understood that for purposes of this paragraph (d), such compliance shall be determined
without regard to any grace period or requirement of notice provided under this Agreement).


 


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 Note Purchase
Agreement, a Liquidity Facility or a 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 any 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 Note Purchase Agreement
or any Liquidity Facility; or


 


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


 


(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 Note Purchase Agreement, any Liquidity Facility or any 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


 




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(7)        to
modify, eliminate or add to the provisions of this Agreement, any Intercreditor Agreement, any Liquidity Facility or any 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 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 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 Note Purchase Agreement, any Indenture, any Liquidity Facility or any 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 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


 


(10)        to
add to or change any of the provisions of the Certificates of any series, this Basic Agreement or any Trust Supplement to such
extent as shall be necessary to facilitate or provide for the issuance of Certificates of such series in global form in addition
to or in place of Certificates 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, any Trust Supplement or any applicable Note Purchase Agreement
in order to reflect the substitution of a Substitute Aircraft for any aircraft; or


 


(14)        to
comply with any requirement of the SEC in connection with the qualification of this Agreement, any Guarantee or any other agreement
or instrument related to the Certificates of any series under the Trust Indenture Act; or


 


(15)        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;


 




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provided, however, that, except to the extent otherwise provided
in the applicable supplemental agreement, unless there shall have been obtained from each Rating Agency written confirmation that
such supplemental agreement would not result in a reduction of the rating for any class of Certificates below the then current
rating for such class of Certificates or a withdrawal or suspension of the rating of any class of Certificates, the Company shall
provide the Trustee with an opinion of counsel (i) if an Event of Default shall have occurred and be continuing, to the effect
that such supplemental agreement will not cause the Trust to become an association taxable as a corporation for United States federal
income tax purposes or (ii) in other circumstances, to the effect that such supplemental agreement will not cause the Trust to
be treated as other than 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 may (with the consent of any Owner 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 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 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


 


(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


 




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(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 to become an association taxable as a corporation 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.


 


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, except to the extent described herein.


 


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.


 




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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 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.


 


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 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.


 




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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 and the Company.


 


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.


 




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(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.


 


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:


 


LATAM Airlines Group S.A.


Pdte. Riesco 5711, 20th Floor


Las Condes, Santiago, Chile


 


Telephone: +(56-2)2 565 3952


Facsimile: +(56-2)2 565 8764


 




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if to the Trustee, to:


 


Wilmington Trust Company


1100 North Market Street


Wilmington, DE 19890


Attn: Corporate Trust Admin/Drew Davis


Telephone: 302-636-6182


Facsimile: 302-636-4140


Email: DHDavis@wilmingtontrust.com


 


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


 


(c)        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.


 


(d)         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.


 


(e)         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.


 


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


 


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.


 




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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        Agent
for Service of Process; Submission to Jurisdiction. By the execution and delivery of this Agreement, the Company (i) acknowledges
that it has, by separate written instrument, irrevocably designated and appointed Law Debenture Corporate Services Inc. (together
with any successor, the “Agent for Service”) as its authorized agent upon which process may be served in any
suit or proceeding based on or arising out of this Agreement or the Certificates, that may be instituted in any United States
federal or state court in the State of New York, or brought under United States federal or state securities laws, and acknowledges
that the Agent for Service has accepted such designation, (ii) submits to the jurisdiction of any such court in any such suit
or proceeding, and (iii) agrees that service of process upon the Agent for Service (or any successor) and written notice of said
service to the Company (mailed or delivered to the Company at its address determined pursuant to Section 12.04) shall be deemed
in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take
any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue
such designation and appointment of the Agent for Service in full force and effect so long as any of the Certificates shall be
outstanding.


 


Section 12.09        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 12.10        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.


 


Section 12.11        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 12.12        Legal
Holidays. In any case where any Regular Distribution Date or Special Distribution Date relating to any Certificate of any
series shall not be 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.


 




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Section 12.13        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.


 


Section 12.14        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 benefitted
by this Agreement shall have the protection afforded by Section 312(c) of the Trust Indenture Act.


 


Section 12.15        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 and any of its 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 and any of its Affiliates
for any purpose whatsoever, whether related to any of the transactions contemplated hereby or otherwise.


 


Section 12.16        No
Recourse Against Others. No past, present or future director, officer, employee, agent, member, manager, trustee or stockholder,
as such, of the Company, any Guarantor or any successor Person or any Affiliate of any thereof shall have any liability for any
obligations of the Company, any Guarantor or any successor Person or any Affiliate of any thereof, either directly or through
the Company, any Guarantor or any successor Person or any Affiliate of any thereof, under the Certificates, this Agreement or
any 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 12.16 and waives and
releases all such liability. Such waiver and release shall be part of the consideration for the issue of the Certificates.


 


Section 12.17        Qualification
of Agreement. To the extent not previously qualified, the Company shall qualify this Agreement in connection with the registration
of any Certificates and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Company
and the Trustee) incurred in connection therewith. The Trustee shall be entitled to receive from the Company any such Officer’s
Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification
of this Agreement under the Trust Indenture Act.


 


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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.


 


	 	LATAM AIRLINES GROUP S.A.
	 	 
	 	By:	/s/ Pilar Duarte
	 	 
	 	Name: Pilar Duarte
	 	Title: Authorized Signatory
	 	 
	 	WILMINGTON TRUST COMPANY,
	 	as Trustee
	 	 	 
	 	By:	/s/ Drew H. Davis
	 	 
	 	Name: Drew H. Davis
	 	Title: Assistant Vice President


 


[Signature Page to Pass Through Trust Agreement]