Exhibit 4.6


 


 


INTERCREDITOR
AGREEMENT


 


(2015-1)


 


Dated as of
May 29, 2015


 


among


 


WILMINGTON TRUST
COMPANY,


as Trustee of
the


 


LATAM Pass Through
Trust 2015-1A


 


and


 


LATAM Pass Through
Trust 2015-1B


 


 


NATIXIS,


ACTING THROUGH
ITS NEW YORK BRANCH,


 


 


as Class A
Liquidity Provider


 


and as Class
B Liquidity Provider


 


and


 


WILMINGTON TRUST
COMPANY,


as Subordination
Agent


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I
	 
	DEFINITIONS
	 	 	 
	Section 1.01.	Definitions	2
	 	 	 
	ARTICLE II
	 
	TRUST ACCOUNTS; CONTROLLING PARTY
	 	 	 
	Section 2.01.	Agreement to Terms of Subordination; Payments from Monies Received
    Only	22
	Section 2.02.	Trust Accounts	23
	Section 2.03.	Deposits to the Collection Account and Special Payments Account	25
	Section 2.04.	Distributions of Special Payments	25
	Section 2.05.	Designated Representatives	26
	Section 2.06.	Controlling Party	27
	 	 	 
	ARTICLE III
	 
	RECEIPT, DISTRIBUTION AND APPLICATION OF
	AMOUNTS RECEIVED
	 	 	 
	Section 3.01.	Written Notice of Distribution	29
	Section 3.02.	Distribution of Amounts on Deposit in the Collection Account	30
	Section 3.03.	Other Payments	33
	Section 3.04.	Payments to the Trustees and the Liquidity Providers	33
	Section 3.05.	Liquidity Facilities	33
	 	 	 
	ARTICLE IV
	 
	EXERCISE OF REMEDIES
	 	 	 
	Section 4.01.	Directions from the Controlling Party	41
	Section 4.02.	Remedies Cumulative	43
	Section 4.03.	Discontinuance of Proceedings	43
	Section 4.04.	Right of Certificateholders and the Liquidity Providers to Receive
    Payments Not to Be Impaired	44


 




     


     


    

  


	ARTICLE V
	 
	DUTIES OF THE SUBORDINATION AGENT;
	AGREEMENTS OF TRUSTEES, ETC.
	 	 	 
	Section 5.01.	Notice of Indenture Event of Default or Triggering Event	44
	Section 5.02.	Indemnification	45
	Section 5.03.	No Duties Except as Specified in Intercreditor Agreement	46
	Section 5.04.	Notice from the Liquidity Providers and Trustees	46
	 	 	 
	ARTICLE VI
	 
	THE SUBORDINATION AGENT
	 	 	 
	Section 6.01.	Authorization; Acceptance of Trusts and Duties	46
	Section 6.02.	Absence of Duties	46
	Section 6.03.	No Representations or Warranties as to Documents	46
	Section 6.04.	No Segregation of Monies; No Interest	47
	Section 6.05.	Reliance; Agents; Advice of Counsel	47
	Section 6.06.	Capacity in Which Acting	47
	Section 6.07.	Compensation	47
	Section 6.08.	May Become Certificateholder	48
	Section 6.09.	Subordination Agent Required; Eligibility	48
	Section 6.10.	Money to Be Held in Trust	48
	Section 6.11.	Notice of Substitution or Replacement of Airframe	48
	 	 	 
	ARTICLE VII
	 
	SUCCESSOR SUBORDINATION AGENT
	 	 	 
	Section 7.01.	Replacement of Subordination Agent; Appointment of Successor	49
	 	 	 
	ARTICLE VIII
	 
	SUPPLEMENTS AND AMENDMENTS
	 	 	 
	Section 8.01.	Amendments, Waivers, Etc	50
	Section 8.02.	Subordination Agent Protected	54
	Section 8.03.	Effect of Supplemental Agreements	55
	Section 8.04.	Notice to Rating Agencies	55
	 	 	 
	ARTICLE IX
	 
	MISCELLANEOUS
	 	 	 
	Section 9.01.	Termination of Intercreditor Agreement	55
	Section 9.02.	Intercreditor Agreement for Benefit of Trustees, Liquidity Providers
    and Subordination Agent	55


 




    ii 


     


    

  


	Section 9.03.	Notices	55
	Section 9.04.	Severability	56
	Section 9.05.	No Oral Modifications or Continuing Waivers	57
	Section 9.06.	Successors and Assigns	57
	Section 9.07.	Headings	57
	Section 9.08.	Counterparts	57
	Section 9.09.	Subordination	57
	Section 9.10.	Governing Law	58
	Section 9.11.	Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity	59
	Section 9.12.	Non-Petition	60


 




    iii 


     


    

 


INTERCREDITOR
AGREEMENT


 


This
INTERCREDITOR AGREEMENT, dated as of May 29, 2015, is made by and among WILMINGTON TRUST COMPANY, a Delaware trust company (in
its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual
capacity but solely as trustee of each Trust (such term and other capitalized terms used herein without definition being defined
as provided in Article I), NATIXIS, a French société anonyme organized under the laws of France,
acting through its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider (the “Liquidity
Provider”), and WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity except as expressly
set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed
pursuant to Article VII, the “Subordination Agent”).


 


WHEREAS,
pursuant to each Indenture with respect to an Aircraft, the Owner of such Aircraft will issue on a recourse basis two series of
Equipment Notes secured by, among other things, such Aircraft;


 


WHEREAS,
pursuant to each Participation Agreement, each Trust will acquire Equipment Notes having an interest rate identical to the interest
rate applicable to the Certificates issued by such Trust;


 


WHEREAS,
pursuant to each Trust Agreement, the Trust created thereby proposes to issue a single Class of Certificates bearing the interest
rate and having the final distribution date described in such Trust Agreement on the terms and subject to the conditions set forth
therein;


 


WHEREAS,
pursuant to the Certificate Purchase Agreement, the Initial Purchasers propose to purchase the Class A Certificates issued by
the Class A Trust and the Class B Certificates issued by the Class B Trust in the aggregate face amount set forth opposite the
name of such Trust on Schedule I thereto on the terms and subject to the conditions set forth therein;


 


WHEREAS,
the Liquidity Provider proposes to enter into two separate revolving credit agreements with the Subordination Agent, as agent
and trustee for the Trustee of each of the Class A Trust and the Class B Trust, respectively, for the benefit of the Certificateholders
of such Trust; and


 


WHEREAS,
it is a condition precedent to the obligations of the Initial Purchasers under the Certificate Purchase Agreement that the Subordination
Agent, the Trustees and the Liquidity Provider agree to the terms of subordination set forth in this Agreement in respect of each
Class of Certificates, and the Subordination Agent, the Trustees and the Liquidity Provider, by entering into this Agreement,
hereby acknowledge and agree to such terms of subordination and the other provisions of this Agreement;


 


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:


 




    	 	1	 



     


    

  


ARTICLE
I


 


DEFINITIONS


 


Section
1.01.         Definitions.  (a) The definitions stated herein apply
equally to the singular and the plural forms of the terms defined.


 


(b)          All
references in this Agreement to designated “Articles”, “Sections” and other subdivisions are to the designated
Articles, Sections and other subdivisions of this Agreement.


 


(c)          The
words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular Article, Section or other subdivision.


 


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


 


(e)          All
references in this Agreement to a Person shall include successors and permitted assigns of such Person.


 


(f)          For
purposes of this Agreement, unless the context otherwise requires, the following capitalized terms shall have the following meanings:


 


“60-Day
Period” means a 60 day period commencing on the day a Lessee Bankruptcy Event or an Indenture Event of Default pursuant
to Section 4.01(f), (g), (h) or (i) of any Indenture has occurred.


 


“2015
Narrowbody Owner” means Parina Leasing Limited, an exempted limited liability company incorporated under the laws
of the Cayman Islands.


 


“2015
Widebody Owner” means Rayador Leasing Limited, an exempted limited liability company incorporated under the laws
of the Cayman Islands.


 


“2016
Narrowbody Owner” means Cuclillo Leasing Limited, an exempted limited liability company incorporated under the laws
of the Cayman Islands.


 


“2016
Widebody Owner” means Canastero Leasing Limited, an exempted limited liability company incorporated under the laws
of the Cayman Islands.


 


“Acceleration”
means, with respect to the amounts payable in respect of the Equipment Notes issued under any Indenture, such amounts becoming
immediately due and payable by declaration or otherwise. “Accelerate”, “Accelerated” and “Accelerating”
have meanings correlative to the foregoing.


 


“Actual
Disposition Event” means, in respect of any Equipment Note: (i) the sale or disposition by the applicable Loan
Trustee of the Aircraft securing such Equipment Note for cash, (ii) the occurrence of the mandatory redemption date for such
Equipment Note following an Event of Loss (as defined in such Indenture) with respect to such Aircraft or (iii) the sale
by the Subordination Agent of such Equipment Note for cash.


 




    	 	2	 



     


    

  


“Additional
Certificateholders” has the meaning specified in Section 8.01(d).


 


“Additional
Certificates” has the meaning specified in Section 8.01(d).


 


“Additional
Equipment Notes” has the meaning specified in Section 8.01(d).


 


“Additional
Trust” has the meaning specified in Section 8.01(d).


 


“Additional
Trust Agreement” has the meaning specified in Section 8.01(d).


 


“Additional
Trustee” has the meaning specified in Section 8.01(d).


 


“Administration
Expenses” has the meaning specified in clause “first” of Section 3.02.


 


“Advance”
means, with respect to any Liquidity Facility, any Advance as defined in such Liquidity Facility.


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, 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 or cause the direction of 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.


 


“Agreement”
means this Intercreditor Agreement, as it may be amended, supplemented or otherwise modified from time to time.


 


“Aircraft”
means, with respect to each Indenture, the “Aircraft” referred to therein.


 


“Appraisal”
has the meaning specified in Section 4.01(a)(iv).


 


“Appraised
Current Market Value” of any Aircraft means the lower of the average and the median of the three most recent Post-Default
Appraisals of such Aircraft.


 


“Appraisers”
means Aircraft Information Services, Inc., Aviation Specialists Group, Inc. and Morten Beyer & Agnew, Inc. or, so long as
the Person entitled or required hereunder to select such Appraiser acts reasonably, any other nationally recognized appraiser
reasonably satisfactory to the Subordination Agent and the Controlling Party.


 




    	 	3	 



     


    

 


“Available
Amount” means, with respect to any Liquidity Facility on any drawing date, subject to the proviso contained in the
first sentence of Section 3.05(g), an amount equal to (a) the Stated Amount of such Liquidity Facility at such
time, less (b) the aggregate amount of each Interest Drawing honored by the Liquidity Provider under such Liquidity Facility
on or prior to such date that has not been reimbursed or reinstated as of such date; provided, that, following a Downgrade
Drawing (subject to any reinstatement of the obligations of such Liquidity Provider pursuant to Section 2.06(d) of such Liquidity
Facility), a Non-Extension Drawing, a Special Termination Drawing or a Final Drawing under such Liquidity Facility, the Available
Amount of such Liquidity Facility shall be zero.


 


“Bankruptcy
Code” means the United States Bankruptcy Code, 11 United States Code §§101 et seq., as amended,
or any successor statutes thereto.


 


“Basic
Agreement” means that certain Pass Through Trust Agreement, dated as of the date hereof, between LATAM and Wilmington
Trust Company, as trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance with
its terms, but does not include any Trust Supplement.


 


“Business
Day” means, with respect to the Certificates of any Class, any day other than a Saturday, or a Sunday or a day on
which commercial banks are required or authorized to close in New York, New York, Santiago, Chile, Wilmington, Delaware, or, so
long as any Certificate is outstanding, the city and state in which any Trustee, the Subordination Agent or any related Loan Trustee
maintains its Corporate Trust Office or receives and disburses funds, and that, solely with respect to draws under any Liquidity
Facility, also is a “Business Day” as defined in such Liquidity Facility.


 


“Call
Option Agreement (2015 Narrowbody Owner)” means the Call Option Agreement, dated as of the date hereof, between
LATAM and the Subordination Agent, as amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“Call
Option Agreement (2015 Widebody Owner)” means the Call Option Agreement, dated as of the date hereof, between LATAM
and the Subordination Agent, as amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“Call
Option Agreement (2016 Narrowbody Owner)” means the Call Option Agreement, dated as of the date hereof, between
LATAM and the Subordination Agent, as amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“Call
Option Agreement (2016 Widebody Owner)” means the Call Option Agreement, dated as of the date hereof, between LATAM
and the Subordination Agent, as amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“Call
Option Agreements” means, collectively, the Call Option Agreement (2015 Narrowbody Owner), the Call Option Agreement
(2016 Narrowbody Owner), the Call Option Agreement (2015 Widebody Owner) and the Call Option Agreement (2016 Widebody Owner).


 


“Cash
Collateral Account” means the Class A Cash Collateral Account or the Class B Cash Collateral Account,
as applicable.


 


“Certificate”
means a Class A Certificate or a Class B Certificate, as applicable.


 




    	 	4	 



     


    

  


“Certificate
Buy-Out Event” means (i) a Lessee Bankruptcy Event or an Indenture Event of Default pursuant to Section 4.01(f),
(g), (h) or (i) of any Indenture has occurred and is continuing and (ii) (A) (1) the 60-Day Period has expired and (2) LATAM or
the relevant Owner or an applicable reorganization administrator has not cured all defaults under all of the Indentures and all
of the Leases (other than a default constituted by the occurrence of the event(s) described in clause (i) above) and agreed to
perform all future obligations under all of the Indentures and all of the Leases, as the case may be, or if it has done so, thereafter
an Indenture Event of Default or a Lease Event of Default (other than a default constituted by the occurrence of the event(s)
described in clause (i) above) shall have occurred and be continuing; or (B) if prior to the expiry of the 60-Day Period, LATAM
or any Owner shall have abandoned any Aircraft.


 


“Certificate
Purchase Agreement” means the Purchase Agreement, dated May 14, 2015, among the Initial Purchasers, the Depositary,
the Owners and LATAM, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its
terms.


 


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


 


“Charge
over Shares (Owner Parent)” means, with respect to each Owner, the Charge over Shares between LATAM, as the sole
shareholder of such Owner, and the Subordination Agent in respect of 100% of the shares in such Owner, as amended, supplemented
or otherwise modified from time to time in accordance with its terms.


 


“Charge
over Shares (Put & Call Trustee)” means, with respect to each Owner, the Charge over Shares between the Put
& Call Trustee, as the prospective sole shareholder of such Owner, and the Subordination Agent in respect of 100% of the shares
in such Owner, as amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“Class”
means a single class of Certificates issued by a Trust pursuant to a Trust Agreement.


 


“Class A
Cash Collateral Account” means, in respect of the Class A Liquidity Facility, an Eligible Deposit Account in
the name of the Subordination Agent maintained at an Eligible Institution, which shall be the Subordination Agent if it so qualifies,
into which amounts shall be deposited as referred to in Section 3.05(f).


 


“Class A
Certificateholder” means, at any time, any Certificateholder of one or more Class A Certificates.


 


“Class A
Certificates” means the certificates issued by the Class A Trust, substantially in the form of Exhibit A to
the Class A Trust Agreement, and authenticated by the Class A Trustee, representing Fractional Undivided Interests in
the Class A Trust, and any certificates issued in exchange therefor or replacement thereof pursuant to the terms of the Class A
Trust Agreement.


 




    	 	5	 



     


    

  


“Class A
Liquidity Expenses” means all Class A Liquidity Obligations other than (i) the principal amount of any
Drawings under the Class A Liquidity Facility and (ii) any interest accrued on any Class A Liquidity Obligations.


 


“Class A
Liquidity Facility” means, initially, the Revolving Credit Agreement (2015-1A), dated as of the date hereof, between
the Subordination Agent, as agent and trustee for the Class A Trustee, and Natixis and, from and after the replacement of
such agreement pursuant hereto, the Replacement Liquidity Facility therefor, if any, in each case as amended, supplemented or
otherwise modified from time to time in accordance with its terms; provided that for purposes of any obligation of LATAM,
no amendment, modification or supplement to, or substitution or replacement of, any Class A Liquidity Facility shall be effective
unless consented to by LATAM.


 


“Class A
Liquidity Obligations” means all principal, interest, fees and other amounts owing to the Class A Liquidity
Provider under the Class A Liquidity Facility, Section 2.14 of the Indentures or the applicable Fee Letter.


 


“Class A
Liquidity Provider” means Natixis, a French société anonyme organized under the laws of France,
acting through its New York Branch, together with any Replacement Liquidity Provider that has issued a Replacement Liquidity Facility
to replace the Class A Liquidity Facility pursuant to Section 3.05(c) or 3.05(e).


 


“Class A
Trust” means the LATAM Pass Through Trust 2015-1A created and administered pursuant to the Class A Trust Agreement.


 


“Class A
Trust Agreement” means the Basic Agreement, as supplemented by Trust Supplement No. 2015-1A thereto, dated as of
the date hereof, governing the creation and administration of the LATAM Pass Through Trust 2015-1A and the issuance of the Class A
Certificates, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“Class A
Trustee” means Wilmington Trust Company, not in its individual capacity except as expressly set forth in the Class A
Trust Agreement, but solely as trustee under the Class A Trust Agreement, together with any successor trustee appointed pursuant
thereto.


 


“Class B
Adjusted Interest” means, as of any Current Distribution Date: (I) any interest described in clause (II) of
this definition accrued prior to the immediately preceding Distribution Date which remains unpaid and (II) the sum of (A) interest
determined at the Stated Interest Rate for the Class B Certificates for the period commencing on, and including, the immediately
preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the Closing Date) and ending
on, but excluding, the Current Distribution Date, on the Eligible B Pool Balance on such Current Distribution Date and (B) the
sum of interest for each Series B Equipment Note with respect to which, or with respect to the Aircraft with respect to which
such Equipment Note was issued, a disposition, distribution, sale or Deemed Disposition Event has occurred since the immediately
preceding Distribution Date (but only if no such event has previously occurred with respect to such Series B Equipment Note),
determined at the Stated Interest Rate for the Class B Certificates for each day during the period commencing on, and including,
the immediately preceding Distribution Date (or, if the Current Distribution Date is the first Distribution Date, the Closing
Date) and ending on, but excluding, the date of the earliest of such disposition, distribution, sale or Deemed Disposition Event
with respect to such Series B Equipment Note or such Aircraft, as the case may be, on the principal amount of such Series B
Equipment Note calculated pursuant to clause (B)(i), (ii), (iii) or (iv), as applicable, of the
definition of Eligible B Pool Balance.


 




    	 	6	 



     


    

  


“Class B
Cash Collateral Account” means, in respect of the Class B Liquidity Facility, an Eligible Deposit Account in
the name of the Subordination Agent maintained at an Eligible Institution, which shall be the Subordination Agent if it so qualifies,
into which amounts shall be deposited as referred to in Section 3.05(f).


 


“Class B
Certificateholder” means, at any time, any Certificateholder of one or more Class B Certificates.


 


“Class
B Certificates” means the certificates issued by the Class B Trust, substantially in the form of Exhibit A to the
Class B Trust Agreement, and authenticated by the Class B Trustee, representing Fractional Undivided Interests in the Class B
Trust, and any certificates issued in exchange therefor or replacement thereof pursuant to the terms of the Class B Trust Agreement.


 


“Class
B Liquidity Expenses” means all Class B Liquidity Obligations other than (i) the principal amount of any Drawings
under the Class B Liquidity Facility and (ii) any interest accrued on any Class B Liquidity Obligations.


 


“Class
B Liquidity Facility” means, initially, the Revolving Credit Agreement (2015-1B), dated as of the date hereof, between
the Subordination Agent, as agent and trustee for the Class B Trustee, and Natixis and, from and after the replacement of such
agreement pursuant hereto, the Replacement Liquidity Facility therefor, if any, in each case as amended, supplemented or otherwise
modified from time to time in accordance with its terms; provided that for purposes of any obligation of LATAM, no amendment,
modification or supplement to, or substitution or replacement of, any Class B Liquidity Facility shall be effective unless consented
to by LATAM.


 


“Class
B Liquidity Obligations” means all principal, interest, fees and other amounts owing to the Class B Liquidity Provider
under the Class B Liquidity Facility, Section 2.14 of the Indentures or the applicable Fee Letter.


 


“Class
B Liquidity Provider” means Natixis, a French société anonyme organized under the laws of France,
acting through its New York Branch, together with any Replacement Liquidity Provider that has issued a Replacement Liquidity Facility
to replace the Class B Liquidity Facility pursuant to Section 3.05(c) or 3.05(e).


 


“Class
B Trust” means the LATAM Pass Through Trust 2015-1B created and administered pursuant to the Class B Trust Agreement.


 




    	 	7	 



     


    

 


“Class
B Trust Agreement” means the Basic Agreement, as supplemented by Trust Supplement No. 2015-1B thereto, dated as
of the date hereof, governing the creation and administration of the LATAM Pass Through Trust 2015-1B and the issuance of the
Class B Certificates, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its
terms.


 


“Class
B Trustee” means Wilmington Trust Company, not in its individual capacity except as expressly set forth in the Class
B Trust Agreement, but solely as trustee under the Class B Trust Agreement, together with any successor trustee appointed pursuant
thereto.


 


“Closing
Date” means May 29, 2015.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated thereunder.


 


“Collateral”
means, all or any part of the “Collateral” as specified in the Indentures and the other Security Documents, as the
context may require.


 


“Collection
Account” means the Eligible Deposit Account established by the Subordination Agent pursuant to Section 2.02(a)
in and from which the Subordination Agent shall make deposits and withdrawals in accordance with this Agreement.


 


“Controlling
Party” means the Person entitled to act as such pursuant to the terms of Section 2.06.


 


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


 


“Current
Distribution Date” means a Distribution Date specified as a reference date for calculating the Expected Distributions
with respect to the Certificates of any Trust as of such Distribution Date.


 


“Deemed
Disposition Event” means, in respect of any Equipment Note, the continuation of an Indenture Event of Default in
respect of such Equipment Note without an Actual Disposition Event occurring in respect of such Equipment Note for a period of
five years from the date of the occurrence of such Indenture Event of Default.


 


“Delivery
Period Termination Date” has the meaning specified in the Note Purchase Agreement.


 


“Deposit
Agreement” means, subject to Section 5 of the Note Purchase Agreement, with respect to any Class of Certificates,
the Deposit Agreement pertaining to such Class, dated as of the date hereof, between the Escrow Agent and the Depositary, as the
same may be amended, modified or supplemented from time to time in accordance with the terms thereof.


 


“Depositary”
means, subject to Section 5 of the Note Purchase Agreement, Natixis, a French société anonyme organized under
the laws of France, acting through its New York Branch, as depositary under each Deposit Agreement.


 




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“Deposits”
with respect to any Class of Certificates, has the meaning set forth in the Deposit Agreement pertaining to such Class.


 


“Designated
Representatives” means the Subordination Agent Representatives, the Trustee Representatives and the LP Representatives
identified under Section 2.05.


 


“Distribution
Date” means a Regular Distribution Date or a Special Distribution Date.


 


“Dollars”
or “$” means the lawful currency of the United States.


 


“Downgrade
Date” has the meaning specified in Section 3.05(c)(i).


 


“Downgrade
Drawing” has the meaning specified in Section 3.05(c)(iii).


 


“Downgrade
Event” with respect to any Liquidity Facility has the meaning specified in such Liquidity Facility.


 


“Downgraded
Facility” has the meaning specified in Section 3.05(c)(i).


 


“Drawing”
means an Interest Drawing, a Final Drawing, a Non-Extension Drawing, a Special Termination Drawing or a Downgrade Drawing, as
the case may be.


 


“DTC”
means The Depository Trust Company.


 


“Eligible
B Pool Balance” means, as of any date of determination, the excess of (A) the Pool Balance of the Class B
Certificates as of the immediately preceding Distribution Date (or, if such date of determination is on or before the first Distribution
Date, the original aggregate face amount of the Class B Certificates) (after giving effect to distributions made on such
date of determination) over (B) the sum of, with respect to each Series B Equipment Note, one of the following amounts,
if applicable: (i) if there has previously been a sale or disposition by the applicable Loan Trustee of the applicable Aircraft
for cash under the Indenture pursuant to which such Series B Equipment Note was issued, the outstanding principal amount
of such Series B Equipment Note that remains unpaid as of such date of determination subsequent to such sale or disposition
and after giving effect to any distributions of the proceeds of such sale or disposition applied under such Indenture to the payment
of such Series B Equipment Note, (ii) if there has previously been an Event of Loss (as defined in such Indenture) with
respect to the applicable Aircraft to which such Series B Equipment Note relates, the outstanding principal amount of such
Series B Equipment Note that remains unpaid as of such date of determination subsequent to the scheduled date of mandatory
redemption of such Series B Equipment Note following such Event of Loss and after giving effect to the distributions of any
proceeds in respect of such Event of Loss applied under such Indenture to the payment of such Series B Equipment Note, (iii) if
such Series B Equipment Note has previously been sold for cash by the Subordination Agent, the excess, if any, of (x) the
outstanding amount of principal and interest as of the date of such sale by the Subordination Agent of such Series B Equipment
Note over (y) the purchase price received with respect to such sale of such Series B Equipment Note for cash (net of
any applicable costs and expenses of such sale) or (iv) if a Deemed Disposition Event has occurred with respect to such Series B
Equipment Note, the outstanding principal amount of such Series B Equipment Note; provided, however, that if
more than one of the clauses (i), (ii), (iii) and (iv) is applicable to any one Series B
Equipment Note, only the amount determined pursuant to the clause that first became applicable shall be counted with respect to
such Series B Equipment Note.


 




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“Eligible
Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated
trust account with the corporate trust department of a depository institution organized under the laws of the United States of
America or any one of the states thereof or the District of Columbia (or any U.S. branch of a foreign bank), having corporate
trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution
has a Long-Term Rating of at least A- or its equivalent from S&P or at least A3 or its equivalent from Moody’s. An Eligible
Deposit Account may be maintained with the Subordination Agent or a Liquidity Provider so long as the Subordination Agent or such
Liquidity Provider is an Eligible Institution; provided that the Subordination Agent, in its individual capacity, or such
Liquidity Provider shall have waived all rights of set-off and counterclaim with respect to such account.


 


“Eligible
Institution” means (a) the corporate trust department of the Subordination Agent or any Trustee, as applicable,
or (b) a depository institution organized under the laws of the United States of America or any one of the states thereof
or the District of Columbia (or any U.S. branch of a foreign bank), which has a Long Term Rating of at least A- or its equivalent
by S&P or at least A3 or its equivalent by Moody’s.


 


“Eligible
Investments” means investments in (a) obligations of the United States government or agencies thereof, or obligations
guaranteed by the United States government having maturities no later than 90 days following the date of such investment, (b) open
market commercial paper of any corporation incorporated under the laws of the United States of America or any state thereof having
a Short-Term Rating of at least A-1 or its equivalent by S&P or at least P-1 or its equivalent by Moody’s, having maturities
no later than 90 days following the date of such investment, (c) certificates of deposit, time deposits, banker’s acceptances,
commercial paper or other direct obligations of, or obligations guaranteed by, commercial banks organized under the laws of the
United States or of any political subdivision thereof (or any United States branch of a foreign bank) having a combined capital
and surplus in excess of $500,000,000 which banks or their holding companies have a Long-Term Rating of at least A- or its equivalent
by S&P or at least A3 or its equivalent by Moody’s, having maturities no later than 90 days following the date of such
investment; provided, however, that the aggregate amount at any one time invested in certificates of deposit issued
by any one bank shall not be in excess of 5% of such bank’s capital and surplus, (d) Dollar denominated offshore certificates
of deposit issued by, or offshore time deposits with, any commercial bank described in clause (c) or any subsidiary
thereof having maturities no later than 90 days following the date of such investment, and (e) repurchase agreements with
any financial institution having combined capital and surplus of at least $500,000,000 with any of the obligations described in
clauses (a) through (d) as collateral. If none of the above investments is available, the entire amounts to
be invested may be used to purchase Federal funds from an entity described in clause (c). All Eligible Investments
must be held in an Eligible Deposit Account. Any of the investments described herein may be made through or with, as applicable,
the bank acting as Trustee or its Affiliates.


 




    	 	10	 



     


    

  


“Equipment
Note Special Payment” means a Special Payment on account of the redemption, purchase or prepayment of all of the
Equipment Notes issued pursuant to an Indenture.


 


“Equipment
Notes” means, at any time, the Series A Equipment Notes and the Series B Equipment Notes and in either case,
any Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of the Indentures.


 


“Escrow
Agent” means Wilmington Trust, National Association, as escrow agent under each Escrow and Paying Agent Agreement,
together with its successors in such capacity.


 


“Escrow
and Paying Agent Agreement” means with respect to any Class of Certificates, the Escrow and Paying Agent Agreement
pertaining to such Class, dated as of the date hereof, between the Escrow Agent, Citigroup Global Markets Inc., as representative
of the several Initial Purchasers, the Trustee for such Class and the Paying Agent, as the same may be amended, modified or supplemented
from time to time in accordance with the terms thereof.


 


“Escrow
Receipts” has the meaning assigned to such term in the Escrow and Paying Agent Agreement for the Class A Trust or
Class B Trust, as applicable.


 


“Excess
Liquidity Obligations” means, with respect to an Indenture, the amounts payable under clauses (a), (b), (c), (d),
(e) and (f) of Section 2.14 of such Indenture.


 


“Expected
Distributions” means, with respect to the Certificates of any Trust on any Current Distribution Date, the difference
between (A) the Pool Balance of such Certificates as of the immediately preceding Distribution Date (or, if the Current Distribution
Date is the first Distribution Date after the date of issuance of such Certificates, the original aggregate face amount of the
Certificates of such Trust) and (B) the Pool Balance of such Certificates as of the Current Distribution Date calculated on the
basis that (i) the principal of any Non-Performing Equipment Notes held in such Trust has been paid in full and such payments
have been distributed to the holders of such Certificates, (ii) the principal of any Performing Equipment Notes held in such Trust
has been paid when due (whether at stated maturity or upon prepayment or purchase or otherwise, but without giving effect to any
Acceleration of Performing Equipment Notes) and such payments have been distributed to the holders of such Certificates and (iii)
the principal of any Equipment Notes formerly held in such Trust that have been sold pursuant to the terms hereof has been paid
in full and such payments have been distributed to the holders of such Certificates, but without giving effect to any reduction
in the Pool Balance as a result of any distribution attributable to Deposits occurring after the immediately preceding Distribution
Date (or, if the Current Distribution Date is the first Distribution Date, occurring after the initial issuance of the Certificates
of such Trust). For purposes of calculating Expected Distributions with respect to the Certificates of any Trust, any Premium
paid on the Equipment Notes held in such Trust which has not been distributed to the Certificateholders of such Trust (other than
such Premium or a portion thereof applied to the payment of interest in respect of the Certificates of such Trust or the reduction
of the Pool Balance of such Trust) shall be added to the amount of such Expected Distributions.


 




    	 	11	 



     


    

  


“Expiry
Date” with respect to any Liquidity Facility, has the meaning specified in such Liquidity Facility.


 


“Fee
Letter” means any fee letter entered into among the Subordination Agent, the Owners, LATAM and a Liquidity Provider
and “Fee Letters” has a correlative meaning.


 


“Final
Distributions” means, with respect to the Certificates of any Trust on any Distribution Date, the sum of (x) the
aggregate amount of all accrued and unpaid interest on such Certificates (excluding interest, if any, payable with respect to
the Deposits relating to such Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution
Date (less the amount of Deposits for such Class of Certificates as of such preceding Distribution Date other than any portion
of such Deposits thereafter used to acquire Equipment Notes pursuant to the Note Purchase Agreement). For purposes of calculating
Final Distributions with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust
which has not been distributed to the Certificateholders of such Trust (other than such Premium or a portion thereof applied to
the payment of interest on the Certificates of such Trust or the reduction of the Pool Balance of such Trust) shall be added to
the amount of such Final Distributions.


 


“Final
Drawing” has the meaning specified in Section 3.05(i).


 


“Final
Legal Distribution Date” means (i) with respect to the Class A Certificates, August 15, 2029 and (ii) with respect
to the Class B Certificates, August 15, 2025.


 


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


 


“Indenture”
means each of the Indenture and Security Agreements entered into by the Loan Trustee on one hand, and the 2015 Narrowbody Owner,
the 2016 Narrowbody Owner, the 2015 Widebody Owner or the 2016 Widebody Owner on the other hand, pursuant to the Note Purchase
Agreement, in each case, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its
terms.


 


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


 


“Initial
Purchasers” means Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Natixis
Securities Americas LLC.


 


“Interest
Drawing” has the meaning specified in Section 3.05(a).


 


“Interest
Payment Date” means, with respect to any Liquidity Facility, each date on which interest is due and payable under
such Liquidity Facility on a Downgrade Drawing, Non-Extension Drawing, Special Termination Drawing or Final Drawing thereunder,
other than any such date on which interest is due and payable under such Liquidity Facility only on an Applied Provider Advance
(as such term is defined in such Liquidity Facility).


 




    	 	12	 



     


    

  


“Investment
Earnings” means investment earnings on funds on deposit in the Trust Accounts net of losses and the Subordination
Agent’s reasonable expenses in making such investments.


 


“LATAM”
means LATAM Airlines Group, S.A., a company organized under the laws of the Republic of Chile, and its successors and permitted
assigns.


 


“LATAM
Provisions” has the meaning specified in Section 8.01(a).


 


“Lease”
means, with respect to each Indenture, the “Lease” referred to therein.


 


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


 


“Lessee
Bankruptcy Event” means the occurrence and continuation of a Lease Event of Default under any of clauses 13(g),
(h), (i), (j) or (k) of any Lease.


 


“Lending
Office” has the meaning specified in the applicable Liquidity Facility.


 


“Lessee”
means LATAM, as lessee under any Lease.


 


“Lien”
means any mortgage, pledge, lien, charge, claim, disposition of title, encumbrance, lease, sublease, sub-sublease or security
interest of any kind, including, without limitation, any of the foregoing arising under any conditional sales or other title retention
agreement.


 


“Liquidity
Event of Default”, with respect to any Liquidity Facility, has the meaning specified in such Liquidity Facility.


 


“Liquidity
Expenses” means the Class A Liquidity Expenses and the Class B Liquidity Expenses.


 


“Liquidity
Facility” means, at any time, the Class A Liquidity Facility or the Class B Liquidity Facility, as applicable.


 


“Liquidity
Obligations” means the Class A Liquidity Obligations and the Class B Liquidity Obligations.


 


“Liquidity
Provider” means, at any time, the Class A Liquidity Provider or the Class B Liquidity Provider, as applicable.


 


“Loan
Trustee” means, with respect to any Indenture, the bank, trust company or other financial institution designated
as loan trustee or mortgagee thereunder, and any successor to such loan trustee.


 


“Long-Term
Rating” means, for any entity (a) in the case of Moody’s, the long-term senior unsecured debt rating
of such entity and (b) in the case of S&P, the long-term issuer credit rating of such entity.


 




    	 	13	 



     


    

  


“LP
Incumbency Certificate” has the meaning specified in Section 2.05(c).


 


“LP
Representatives” has the meaning specified in Section 2.05(c).


 


“Majority
in Interest of Noteholders”, with respect to any Indenture, has the meaning specified in such Indenture.


 


“Minimum
Sale Price” means, with respect to (i) any Aircraft or the Equipment Notes issued in respect of such Aircraft, at
any time, the lesser of (1) in the case of the sale of an Aircraft, 80%, or in the case of the sale of such Equipment Notes,
90%, of the Appraised Current Market Value of such Aircraft and (2) the sum of the aggregate Note Target Price of such Equipment
Notes and an amount equal to the Excess Liquidity Obligations in respect of the Indenture under which such Equipment Notes were
issued and (ii) the Collateral subject to any Pledge Agreement, 80% of the sum of the Appraised Current Market Values of the Aircraft
for which the related Equipment Notes are then held by the Subordination Agent.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Narrowbody
Owner” means any of the 2015 Narrowbody Owner or 2016 Narrowbody Owner.


 


“Non-Controlling
Party” means, at any time, any Trustee, Liquidity Provider or other Person which is not the Controlling Party at
such time.


 


“Non-Extended
Facility” has the meaning specified in Section 3.05(d).


 


“Non-Extension
Drawing” has the meaning specified in Section 3.05(d).


 


“Non-Performing
Equipment Note” means an Equipment Note issued pursuant to an Indenture that is not a Performing Equipment Note.


 


“Note
Guarantee” means, with respect to each Aircraft, the Guarantee delivered by the each Owner (other than the Owner
purchasing such Aircraft) for the benefit of the Loan Trustee (collectively, the “Note Guarantees”).


 


“Note
Purchase Agreement” means the Note Purchase Agreement, dated as of the date hereof, among LATAM, each Owner, each
Trustee, the Escrow Agent, the Subordination Agent, the Paying Agent and the Put & Call Trustee, as amended, supplemented
or otherwise modified from time to time in accordance with its terms.


 


“Note
Target Price” means, for any Equipment Note issued under any Indenture, (i) the aggregate outstanding principal
amount of such Equipment Note, plus (ii) the accrued and unpaid interest thereon, together with all other sums owing on or
in respect of such Equipment Note under such Indenture (including, without limitation, enforcement costs incurred by the Subordination
Agent in respect of such Equipment Note).


 


“Notice
Date” has the meaning specified in Section 3.05(d).


 




    	 	14	 



     


    

  


“Officer’s
Certificate” of any Person means a certification signed by a Responsible Officer of such Person.


 


“Operative
Agreements” means this Agreement, the Liquidity Facilities, the Fee Letters, the Leases, the Indentures, the Trust
Agreements, the Put Option Agreements, the Participation Agreements, the Pledge Agreements, the Call Option Agreements, the other
Security Documents, the Note Guarantees, the Equipment Notes and the Certificates, together with all exhibits and schedules included
with any of the foregoing.


 


“Outstanding”
means, when used with respect to each Class of Certificates, as of the date of determination, all Certificates of such Class theretofore
authenticated and delivered under the related Trust Agreement, except:


 


(i)          Certificates
of such Class theretofore canceled by the Registrar (as defined in such Trust Agreement) or delivered to the Trustee thereunder
or such Registrar for cancellation;


 


(ii)         all
of the Certificates of such Class for which money in the full amount required to make the Final Distribution with respect to such
Certificates pursuant to Section 11.01 of such Trust Agreement has been theretofore deposited with the related Trustee in
trust for the holders of such Certificates as provided in Section 4.01 of such Trust Agreement, pending distribution of such
money to such Certificateholders pursuant to such Final Distribution payment; and


 


(iii)        Certificates
of such Class in exchange for or in lieu of which other Certificates of such Class have been authenticated and delivered pursuant
to such Trust Agreement;


 


provided,
however, that in determining whether the holders of the requisite Fractional Undivided Interest of such Certificates have
given any request, demand, authorization, direction, notice, consent or waiver hereunder, any Certificates owned by any Owner
or LATAM or any of their respective Affiliates shall be disregarded and deemed not to be Outstanding except that, in determining
whether the Trustee of the applicable Trust shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Certificates that such Trustee knows to be so owned shall be so disregarded. Notwithstanding the
foregoing, (x) if, together, any one or more of the Owners and LATAM and its Affiliates own 100% of the Certificates of any
Class, such Certificates shall not be so disregarded and (y) if any amount of such Certificates owned by an Owner or LATAM
or its Affiliates have been pledged in good faith, such Certificates shall not be disregarded if the pledgee establishes to the
satisfaction of the applicable Trustee the pledgee’s right so to act with respect to such Certificates and that the pledgee
is not an Owner or LATAM or any of their respective Affiliates.


 


“Overdue
Scheduled Payment” means any Scheduled Payment which is not in fact received by the Subordination Agent within five
days after the Scheduled Payment Date relating thereto.


 


“Owner”
means each of the 2015 Narrowbody Owner, the 2016 Narrowbody Owner, the 2015 Widebody Owner and the 2016 Widebody Owner.


 




    	 	15	 



     


    

  


“Participation
Agreement” means, with respect to each Indenture, the “Participation Agreement” referred to therein,
as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“Payees”
has the meaning specified in Section 2.04(c).


 


“Paying
Agent” means Wilmington Trust Company, as paying agent under each Escrow and Paying Agent Agreement, together with
its successors in such capacity.


 


“Paying
Agent Account” has the meaning assigned to such term in the Escrow and Paying Agent Agreements.


 


“Payment
Default” with respect to any Indenture, has the meaning specified in such Indenture.


 


“Performing
Equipment Note” means an Equipment Note issued pursuant to an Indenture with respect to which no Payment Default
has occurred and is continuing (without giving effect to any Acceleration); provided, that in the event of a reorganization proceeding
of the Lessee under Chilean Insolvency Law No. 20720, (i) any payment default occurring before the initiation of such proceeding
shall not be taken into consideration during the 60-Day Period, (ii) any payment default occurring after the initiation of such
proceeding shall not be taken into consideration if such payment default is cured before the later of 30 days after the date of
such default or the expiration of the 60-Day Period and (iii) any payment default occurring after the 60-Day Period will not be
taken into consideration if such payment default is cured before the end of the grace period, if any, set forth in the related
Indenture.


 


“Performing
Note Deficiency” means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment
Notes (other than any Additional Equipment Notes issued under any Indenture) are Performing Equipment Notes.


 


“Person”
means 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.


 


“Pledge
Agreement” means each of the Charges over Shares (Owner Parent) and the Charges over Shares (Put & Call Trustee).


 


“Pool
Balance” means, with respect to the Certificates of any Class, as of any date, (i) the original aggregate face
amount of the Certificates of such Class less (ii) the aggregate amount of all distributions made in respect of such Certificates
of such Class or in respect of Deposits relating to such Class, other than distributions made as of such date in respect of interest
or Premium or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance as of any Distribution
Date with respect to each Class shall be computed after giving effect to any distribution with respect to unused Deposits, the
payment of principal, if any, on the Equipment Notes or payment with respect to other Trust Property held in the related Trust
and the distribution thereof to be made on such date.


 


“Post-Default
Appraisal” has the meaning specified in Section 4.1(a)(iv).


 




    	 	16	 



     


    

  


“Premium”
means any “Make-Whole Amount” as such term is defined in any Indenture.


 


“Proceeding”
means any suit in equity, action at law or other judicial or administrative proceeding.


 


“PTC
Event of Default” means, with respect to each Trust Agreement, the failure to distribute within 10 Business Days
after the applicable Distribution Date: (i) the outstanding Pool Balance of the applicable Class of Certificates on the Final
Legal Distribution Date for such Class or (ii) interest scheduled for distribution on such Certificates on any Distribution
Date (unless, in the case of the Class A Trust Agreement or the Class B Trust Agreement, the Subordination Agent shall
have made an Interest Drawing or a withdrawal from the Cash Collateral Account relating to a Liquidity Facility for such Class,
with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee
entitled thereto).


 


“Put
Option Agreement (2015 Narrowbody Owner)” means the Put Option Agreement, dated as of the date hereof, between LATAM
and the Put & Call Trustee in respect of the 2015 Narrowbody Owner, as amended, supplemented or otherwise modified from time
to time in accordance with its terms.


 


“Put
Option Agreement (2015 Widebody Owner)” means the Put Option Agreement, dated as of the date hereof, between LATAM
and the Put & Call Trustee in respect of the 2015 Widebody Owner, as amended, supplemented or otherwise modified from time
to time in accordance with its terms.


 


“Put
Option Agreement (2016 Narrowbody Owner)” means the Put Option Agreement, dated as of the date hereof, between LATAM
and the Put & Call Trustee in respect of the 2016 Narrowbody Owner, as amended, supplemented or otherwise modified from time
to time in accordance with its terms.


 


“Put
Option Agreement (2016 Widebody Owner)” means the Put Option Agreement, dated as of the date hereof, between LATAM
and the Put & Call Trustee in respect of the 2016 Widebody Owner, as amended, supplemented or otherwise modified from time
to time in accordance with its terms.


 


“Put
Option Agreements” means, collectively, the Put Option Agreement (2015 Narrowbody Owner), the Put Option Agreement
(2016 Narrowbody Owner), the Put Option Agreement (2015 Widebody Owner) and the Put Option Agreement (2016 Widebody Owner).


 


“Put
& Call Trustee” means MaplesFS Limited, together with its successors and assigns.


 


“Rating
Agencies” means, with respect to any Class of Certificates, collectively, at any time, each nationally recognized
rating agency which shall have been requested to rate such Class of Certificates and which shall then be rating such Class of
Certificates. The initial Rating Agencies for the Certificates will be Moody’s and S&P.


 




    	 	17	 



     


    

  


“Ratings
Confirmation” means, with respect to any action proposed to be taken, with respect to any Class of Certificates,
a written confirmation from each of the Rating Agencies to the effect that such action would not result in (i) a reduction
of the rating for such Class of Certificates below the then current rating for such Class of Certificates or (ii) a withdrawal
or suspension of the rating of such Class of Certificates.


 


“Refinancing
Certificateholders” has the meaning specified in Section 8.01(c).


 


“Refinancing
Certificates” has the meaning specified in Section 8.01(c).


 


“Refinancing
Equipment Notes” has the meaning specified in Section 8.01(c).


 


“Refinancing
Trust Agreement” has the meaning specified in Section 8.01(c).


 


“Refinancing
Trust” has the meaning specified in Section 8.01(c).


 


“Refinancing
Trustee” has the meaning specified in Section 8.01(c).


 


“Register”,
with respect to any Trust, has the meaning ascribed to such term in the Trust Agreement for such Trust.


 


“Registration
Rights Agreement (Class A)” means the Registration Rights Agreement, dated as of the date hereof, among LATAM, the
Class A Trustee and Citigroup Global Markets Inc., as the same may be amended, supplemented or otherwise modified from time to
time in accordance with its terms.


 


“Registration
Rights Agreement (Class B)” means the Registration Rights Agreement, dated as of the date hereof, among LATAM, the
Class B Trustee and Citigroup Global Markets Inc., as the same may be amended, supplemented or otherwise modified from time to
time in accordance with its terms.


 


“Registration
Rights Agreements” means the Registration Rights Agreement (Class A) and the Registration Rights Agreement (Class
B), each individually a “Registration Rights Agreement”.


 


“Regular
Distribution Dates” means each February 15, each May 15, each August 15 and each November 15 commencing on August
15, 2015; provided, however, that, if any such day shall not be a Business Day, the related distribution shall be
made on the next succeeding Business Day without additional interest.


 


“Rent”
means any “Rent” as such term is defined in any Lease.


 


“Replacement
Depositary” has the meaning specified in the Note Purchase Agreement.


 




    	 	18	 



     


    

 


“Replacement
Liquidity Facility” means, for any Liquidity Facility, an irrevocable revolving credit agreement (or agreements)
in substantially the form of the replaced Liquidity Facility, including reinstatement provisions, or in such other form (which
may include a letter of credit, surety bond, financial insurance policy or guaranty) as shall permit the Rating Agencies to confirm
in writing their respective ratings then in effect for the Certificates of the Class with respect to which such Liquidity Facility
was issued (before downgrading of such ratings, if any, as a result of the downgrading, if any, of the applicable Liquidity Provider),
in a face amount (or in an aggregate face amount) equal to the applicable Required Amount and issued by a Person (or Persons)
having either the minimum Long-Term Rating or the minimum Short-Term Rating, if applicable, from each Rating Agency designated
in the definition of “Threshold Rating” as the applicable Threshold Rating for such Rating Agency and the applicable
Class of Certificates. Without limitation of the form that a Replacement Liquidity Facility otherwise may have pursuant to the
preceding sentence, a Replacement Liquidity Facility for any Class of Certificates may have a stated expiration date earlier than
15 days after the Final Legal Distribution Date of such Class of Certificates so long as such Replacement Liquidity Facility provides
for a Non-Extension Drawing as contemplated by Section 3.05(d) hereof.


 


“Replacement
Liquidity Provider” means a Person (or Persons) who issues a Replacement Liquidity Facility.


 


“Required
Amount” means, with respect to each Liquidity Facility or the Cash Collateral Account for any Class, for any day,
the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the related
Class of Certificates on the basis of a 360-day year comprised of twelve 30-day months, that would be distributable on such
Class of Certificates on each of the seven successive Regular Distribution Dates immediately following such day or, if such day
is a Regular Distribution Date, on such day and the two succeeding Regular Distribution Dates, in each case calculated on the
basis of the Pool Balance of such Class of Certificates on such day and without regard to expected future distributions of principal
on such Class of Certificates.


 


“Responsible
Officer” means (i) with respect to the Subordination Agent and each of the Trustees, any officer in the Corporate
Trust Department or similar department of the Subordination Agent or such Trustee, as the case may be, or any other officer customarily
performing functions similar to those performed by the persons who at the time shall be such officers or to whom any corporate
trust matter is referred because of his knowledge of and familiarity with a particular subject, and (ii) with respect to
any Liquidity Provider, any authorized officer of such Liquidity Provider.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


“Scheduled
Payment” means, with respect to any Equipment Note, (i) any payment of principal or interest on such Equipment
Note (other than an Overdue Scheduled Payment) or (ii) any distribution in respect of interest on such Equipment Note to
the Certificateholders of Certificates of the corresponding Class of Certificates with funds drawn under the Liquidity Facility
for such Class or withdrawn from the Cash Collateral Account for such Class, 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.


 




    	 	19	 



     


    

  


“Scheduled
Payment Date” means, with respect to any Scheduled Payment, the date on which such Scheduled Payment is scheduled
to be made.


 


“Section 2.04
Fraction” means, with respect to any Special Distribution Date, a fraction, the numerator of which shall be the
amount of principal of the applicable Series A Equipment Notes and Series B Equipment Notes being redeemed, purchased
or prepaid on such Special Distribution Date, and the denominator of which shall be the aggregate unpaid principal amount of all
Series A Equipment Notes and Series B Equipment Notes outstanding as of such Special Distribution Date immediately before
giving effect to such redemption purchase or prepayment.


 


“Security
Documents” has the meaning assigned to such term in the Indentures.


 


“Series A
Equipment Notes” means the equipment notes, if any, issued pursuant to each Indenture by the applicable Owner and
authenticated by the Loan Trustee thereunder, and designated “Series A Equipment Notes” thereunder, and any such
Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of such Indenture.


 


“Series B
Equipment Notes” means the equipment notes, if any, issued pursuant to each Indenture by the applicable Owner and
authenticated by the Loan Trustee thereunder, and designated “Series B Equipment Notes” thereunder, and any such
Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of such Indenture.


 


“Short-Term
Rating” means, for any entity, (a) in the case of Moody’s, the short-term senior unsecured debt rating
of such entity, and (b) in the case of S&P, the short-term issuer credit rating of such entity.


 


“Special
Distribution Date” means, with respect to any Special Payment, the Business Day chosen by the Subordination Agent
pursuant to Section 2.04(a) for the distribution of such Special Payment in accordance with this Agreement.


 


“Special
Payment” means any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note
or Collateral.


 


“Special
Payments Account” means the Eligible Deposit Account created pursuant to Section 2.02(a)(ii) as a sub-account
to the Collection Account.


 


“Special
Termination Drawing” has the meaning specified in Section 3.05(k).


 


“Special
Termination Notice” with respect to any Liquidity Facility has the meaning assigned to such term (if such term is
used therein) in such Liquidity Facility.


 




    	 	20	 



     


    

  


“Stated
Amount” with respect to any Liquidity Facility, means the Maximum Commitment (as defined in such Liquidity Facility)
of the applicable Liquidity Provider thereunder.


 


“Stated
Expiration Date” has the meaning specified in Section 3.05(d).


 


“Stated
Interest Rate” means with respect to (i) the Class A Certificates, 4.200% per annum and (ii) the Class B Certificates,
4.500% per annum in each case plus an additional margin of 0.50% for any period to the extent required by the relevant Registration
Rights Agreement.


 


“Subordination
Agent” has the meaning specified in the introductory paragraph to this Agreement.


 


“Subordination
Agent Incumbency Certificate” has the meaning specified in Section 2.05(a).


 


“Subordination
Agent Representatives” has the meaning specified in Section 2.05(a).


 


“Substitute
Airframe” with respect to each Indenture, has the meaning specified in such Indenture.


 


“Tax”
and “Taxes” means all governmental fees (including, without limitation, license, filing and registration
fees) and all taxes (including, without limitation, franchise, excise, stamp, value added, income, gross receipts, sales, use
and property taxes), withholdings, assessments, levies, imposts, duties or charges, of any nature whatsoever, together with any
related penalties, fines, additions to tax or interest thereon imposed, withheld, levied or assessed by any country, taxing authority
or governmental subdivision thereof or therein or by any international authority, including any taxes imposed on any Person as
a result of such Person being required to collect and pay over withholding taxes.


 


“Termination
Notice” has the meaning specified in the Liquidity Facility.


 


“Threshold
Rating” means, (i) with respect to the Class A Liquidity Provider, a Long-Term Rating of BBB as determined by S&P
and a Long-Term Rating of Baa2 as determined by Moody’s and (ii) with respect to the Class B Liquidity Provider, a Long-Term
Rating of BBB- as determined by S&P and a Long-Term Rating of Baa2 as determined by Moody’s.


 


“Treasury
Regulations” means regulations, including proposed or temporary regulations, promulgated under the Code. References
herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations
or other successor Treasury Regulations.


 




    	 	21	 



     


    

 


“Triggering
Event” means (x) the occurrence of an Indenture Event of Default under all of the Indentures resulting in a
PTC Event of Default with respect to the most senior Class of Certificates then Outstanding, (y) the Acceleration of all
of the outstanding Equipment Notes or (z) the occurrence of a Lessee Bankruptcy Event.


 


“Trust”
means the Class A Trust or the Class B Trust.


 


“Trust
Accounts” has the meaning specified in Section 2.02(a).


 


“Trust
Agreement” means the Class A Trust Agreement or the Class B Trust Agreement.


 


“Trust
Property”, with respect to any Trust, has the meaning specified in the Trust Agreement for such Trust.


 


“Trust
Supplement” means an agreement supplemental to the Basic Agreement pursuant to which (i) a separate trust is
created for the benefit of the holders of Certificates of a Class, (ii) the issuance of the Certificates of a Class representing
Fractional Undivided Interests in such trust is authorized and (iii) the terms of the Certificates of such Class are established,
as such agreement may from time to time be supplemented, amended or otherwise modified.


 


“Trustee”
means the Class A Trustee or the Class B Trustee, as applicable.


 


“Trustee
Incumbency Certificate” has the meaning specified in Section 2.05(b).


 


“Trustee
Representatives” has the meaning specified in Section 2.05(b).


 


“Unapplied
Provider Advance” has the meaning specified in the applicable Liquidity Facility.


 


“United
States” means the United States of America.


 


“Written
Notice” means, from the Subordination Agent, any Trustee or Liquidity Provider, a written instrument executed by
the Designated Representative of such Person. An invoice delivered by a Liquidity Provider pursuant to Section 3.01
in accordance with its normal invoicing procedures shall constitute Written Notice under such Section.


 


“WTC”
has the meaning specified in the introductory paragraph of this Agreement.


 


ARTICLE
II


 


TRUST
ACCOUNTS; CONTROLLING PARTY


 


Section
2.01.         Agreement to Terms of Subordination; Payments from Monies Received
Only. (a) Each Trustee hereby (i) acknowledges and agrees to the terms of
subordination and distribution set forth in this Agreement in respect of each Class of Certificates and (ii) agrees to enforce
such provisions and cause all payments in respect of the Equipment Notes held by the Subordination Agent and the Liquidity Facilities
to be applied in accordance with the terms of this Agreement. In addition, each Trustee hereby agrees to cause the Equipment Notes
purchased by the related Trust to be registered in the name of the Subordination Agent or its nominee, as agent and trustee for
such Trustee, to be held in trust by the Subordination Agent solely for the purpose of facilitating the enforcement of the subordination
and other provisions of this Agreement.


 




    	 	22	 



     


    

  


(b)          Except
as otherwise expressly provided in the next succeeding sentence of this Section 2.01(b), all payments to be made by
the Subordination Agent hereunder shall be made only from amounts received by it that constitute Scheduled Payments, Special Payments
and other payments under the Operative Agreements, including payments under Sections 4.03 and 4.08 of the Participation Agreements
and Section 2.14 of the Indentures, and only to the extent that the Subordination Agent shall have received sufficient income
or proceeds therefrom to enable it to make such payments in accordance with the terms hereof. Each of the Trustees and the Subordination
Agent hereby agrees, and each Certificateholder, by its acceptance of a Certificate, and each Liquidity Provider, by entering
into the Liquidity Facility to which it is a party, has agreed to look solely to such amounts to the extent available for distribution
to it as provided in this Agreement, the relevant Deposits or the applicable Trust Agreement, as the case may be, and that none
of the Trustees, the Loan Trustees or the Subordination Agent is personally liable to any of them for any amounts payable or any
liability arising under this Agreement, any Trust Agreement, any Liquidity Facility or such Certificate, except (in the case of
the Subordination Agent) as expressly provided herein or (in the case of the Trustees) as expressly provided herein and in each
Trust Agreement or (in the case of the Loan Trustees) as expressly provided in any Operative Agreement.


 


(c)          Notwithstanding
anything to the contrary in this Agreement and in the other Operative Agreements, the Certificates do not represent indebtedness
of the related Trust, and references in this Agreement and the Operative Agreements to accrued interest or principal amounts payable
on the Certificates of any Class are included only for computational purposes. For purposes of such computations, the Certificates
of any Class shall be deemed to be comprised of interest and principal components, with the principal component deemed to be the
Pool Balance, and the interest component deemed to equal interest accruing at the Stated Interest Rate for such Class of Certificates
from the later of (i) the date of the issuance thereof and (ii) the most recent but preceding Distribution Date to which
such interest was distributed to, but excluding, the applicable date of determination, such interest to be considered payable
in arrears and to be calculated on the basis of a 360-day year comprised of twelve 30-day months.


 


Section
2.02.         Trust Accounts.
(a) Upon the execution of this Agreement, the Subordination Agent shall establish and maintain in its name (i) the Collection
Account as an Eligible Deposit Account, bearing a designation clearly indicating that the funds deposited therein are held in
trust for the benefit of the Trustees, the Certificateholders and the Liquidity Providers, and (ii) as a sub-account in the
Collection Account, the Special Payments Account as an Eligible Deposit Account, bearing a designation clearly indicating that
the funds deposited therein are held in trust for the benefit of the Trustees, the Certificateholders and the Liquidity Providers.
The Subordination Agent shall establish and maintain the Cash Collateral Accounts pursuant to and under the circumstances set
forth in Section 3.05(f). Upon such establishment and maintenance under Section 3.05(f), the Cash Collateral
Accounts shall, together with the Collection Account, constitute the “Trust Accounts” hereunder. Without limiting
the foregoing, all monies credited to the Trust Accounts shall be, and shall remain, the property of the relevant Trust(s).


 




    	 	23	 



     


    

  


(b)          Funds
on deposit in the Trust Accounts shall be invested and reinvested by the Subordination Agent in Eligible Investments selected
by LATAM or its designated representative if such investments are reasonably available and have maturities no later than the earlier
of (i) 90 days following the date of such investment and (ii) the Business Day immediately preceding the Regular Distribution
Date or the date of the related distribution pursuant to Section 2.04, as the case may be, next following the date
of such investment; provided, however, that following the making of a Non-Extension Drawing under any Liquidity
Facility, the Subordination Agent shall invest and reinvest the amounts in the applicable Cash Collateral Account in Eligible
Investments pursuant to the written instructions of the Liquidity Provider funding such Drawing, and provided further,
however, that upon the occurrence and during the continuation of a Triggering Event, the Subordination Agent shall invest
and reinvest the amounts on deposit in the Trust Accounts (other than amounts in the Cash Collateral Accounts as a result of a
Non-Extension Drawing, which shall be governed by the foregoing proviso) in Eligible Investments in accordance with the written
instructions of the Controlling Party. Unless otherwise expressly provided in this Agreement (including with respect to Investment
Earnings on amounts on deposit in the Cash Collateral Accounts, pursuant to Section 3.05(f) hereof), any Investment
Earnings shall be deposited in the Collection Account when received by the Subordination Agent and shall be applied by the Subordination
Agent in the same manner as the other amounts on deposit in the Collection Account are to be applied. The Subordination Agent’s
reasonable fees and expenses actually incurred in making such investments and any losses incurred in such investments shall be
charged against the principal amount invested. The Subordination Agent shall not be liable for any loss resulting from any investment,
reinvestment or liquidation required to be made under this Agreement other than by reason of its willful misconduct or negligence.
Eligible Investments and any other investment required to be made hereunder shall be held to their maturities except that any
such investment may be sold (without regard to its maturity) by the Subordination Agent without instructions whenever such sale
is necessary to make a distribution required under this Agreement. Uninvested funds held hereunder shall not earn or accrue interest.


 


(c)          The
Subordination Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts
and in all proceeds thereof (including all income thereon, except as otherwise expressly provided herein with respect to Investment
Earnings). The Trust Accounts shall be held in trust by the Subordination Agent under the sole dominion and control of the Subordination
Agent for the benefit of the applicable Trustee, the applicable Certificateholders and the applicable Liquidity Provider, as the
case may be. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Subordination Agent shall
within 10 Business Days (or such longer period, not to exceed 30 calendar days, to which a Rating Agency may consent) establish
a new Collection Account, Special Payments Account or Cash Collateral Account, as the case may be, as an Eligible Deposit Account
and shall transfer any cash and/or any investments to such new Collection Account, Special Payments Account or Cash Collateral
Account, as the case may be. So long as the Subordination Agent is an Eligible Institution, the Trust Accounts shall be maintained
with it as Eligible Deposit Accounts.


 




    	 	24	 



     


    

  


Section
2.03.         Deposits to the Collection Account and Special Payments Account.
(a) The Subordination Agent shall, upon receipt thereof, deposit in the Collection Account all Scheduled Payments received by
it (other than any Scheduled Payment which by the express terms hereof is to be deposited to a Cash Collateral Account).


 


(b)          The
Subordination Agent shall, on each day when one or more Special Payments are made to the Subordination Agent as holder of the
Equipment Notes, deposit in the Special Payments Account the aggregate amount of such Special Payments.


 


Section
2.04.         Distributions of Special Payments.
(a) Notice of Special Payment. Except as provided in Section 2.04(c) below, upon receipt by the Subordination
Agent, as registered holder of the Equipment Notes, of any notice of a Special Payment (or, in the absence of any such notice,
upon receipt by the Subordination Agent of a Special Payment), the Subordination Agent shall promptly give notice thereof to each
Trustee and the Liquidity Providers. The Subordination Agent shall promptly calculate the amount of the proceeds of any redemption
or purchase of any Equipment Note or the amount of any Overdue Scheduled Payment or the proceeds of Equipment Notes or Collateral,
as the case may be, comprising such Special Payment under the applicable Indenture or Indentures and shall promptly send to each
Trustee and the Liquidity Providers a Written Notice of such amount and the amount allocable to each Trust. Such Written Notice
shall also set the distribution date for such Special Payment (a “Special Distribution Date”), which shall
be the Business Day which immediately follows the later to occur of (x) the 15th day after the date of such Written Notice
and (y) the date the Subordination Agent has received or expects to receive such Special Payment. Amounts on deposit in the
Special Payments Account shall be distributed in accordance with Sections 2.04(b) and 2.04(c) and Article III
hereof, as applicable.


 


For
the purposes of the application of any Special Payment in respect of any Equipment Note to be distributed on any Special Distribution
Date in accordance with Section 3.02 hereof, so long as no Indenture Event of Default shall have occurred and be continuing
under any Indenture:


 


(i)          clause
“second” thereof shall be deemed to read as follows: “second, accrued and unpaid Liquidity Expenses then overdue
plus an amount equal to all accrued and unpaid Liquidity Expenses not yet overdue multiplied by the Section 2.04 Fraction
shall be distributed to the Liquidity Providers pro rata on the basis of the amount of the Liquidity Expenses owed to each Liquidity
Provider”;


 


(ii)         clause
“third” thereof shall be deemed to read as follows: “third, (i) such amount as shall be required to pay
accrued and unpaid interest then overdue on all Liquidity Obligations (at the rate, or in the amount, provided in the applicable
Liquidity Facility) plus an amount equal to the amount of accrued and unpaid interest on the Liquidity Obligations not yet overdue
multiplied by the Section 2.04 Fraction and (ii) if one or more Special Termination Drawings have been made under the
Liquidity Facilities that have not been converted into a Final Drawing, the outstanding amount of such Special Termination Drawings
shall be distributed to the Liquidity Providers pro rata on the basis of the amounts owed to each Liquidity Provider”;


 




    	 	25	 



     


    

  


(iii)        clause
“seventh” thereof shall be deemed to read as follows: “seventh, such amount as shall be required to pay accrued,
due and unpaid interest at the Stated Interest Rate on the outstanding Pool Balance of the Class A Certificates, together
with (without duplication) any other accrued and unpaid interest at the Stated Interest Rate on the outstanding principal amount
of the Series A Equipment Notes held in the Class A Trust being redeemed, purchased or prepaid, in each case, excluding
interest, if any, payable with respect to the Deposits relating to the Class A Trust shall be paid to the Class A Trustee”;


 


(iv)        clause
“eighth” thereof shall be deemed to read as follows: “eighth, such amount as shall be required to pay any accrued,
due and unpaid Class B Adjusted Interest to the holders of the Class B Certificates (excluding interest, if any, payable with
respect to the Deposits relating to the Class B Trust) shall be paid to the Class B Trustee”; and


 


(v)         clause
“tenth” thereof shall be deemed to read as follows: “tenth, such amount as shall be required to pay in full
accrued, due and unpaid interest at the Stated Interest Rate on the outstanding Pool Balance of the Class B Certificates which
was not previously paid pursuant to clause “eighth” above to the holders of the Class B Certificates, together
with (without duplication) any other accrued and unpaid interest at the Stated Interest Rate on the outstanding principal amount
of the Series B Equipment Notes held in the Class B Trust and being redeemed, purchased or prepaid, in each case, excluding interest,
if any, payable with respect to the Deposits relating to the Class B Trust, shall be paid to the Class B Trustee”.


 


(b)          Investment
of Amounts in Special Payments Account. Any amounts on deposit in the Special Payments Account prior to the distribution thereof
pursuant to Section 2.04 or 3.02 shall be invested in accordance with Section 2.02(b). Investment
Earnings on such investments shall be distributed in accordance with Article III hereof.


 


(c)          Certain
Payments. Except for amounts constituting Liquidity Obligations which shall be distributed as provided in Section 3.02,
the Subordination Agent will distribute promptly upon receipt thereof (i) any indemnity payment or expense reimbursement
received by it from any Owner or LATAM in respect of any Trustee, any Liquidity Provider, any Paying Agent, any Depositary or
any Escrow Agent (collectively, the “Payees”) and (ii) any compensation received by it from any such party
under any Operative Agreement in respect of any Payee, directly to the Person entitled thereto, provided that if such Payee
has previously received from the Collection Account such payment, compensation or reimbursement, then the Subordination Agent
shall deposit such amount in the Collection Account.


 


Section
2.05.         Designated Representatives.
(a) With the delivery of this Agreement, the Subordination Agent shall furnish to each Liquidity Provider and each Trustee, and
from time to time thereafter may furnish to each Liquidity Provider and each Trustee, at the Subordination Agent’s discretion,
or upon any Liquidity Provider’s or any Trustee’s request (which request shall not be made more than one time in any
12-month period), a certificate (a “Subordination Agent Incumbency Certificate”) of a Responsible Officer of
the Subordination Agent certifying as to the incumbency and specimen signatures of the officers of the Subordination Agent and
the attorney-in-fact and agents of the Subordination Agent (the “Subordination Agent Representatives”) authorized
to give Written Notices on behalf of the Subordination Agent hereunder. Until each Liquidity Provider and Trustee receives a subsequent
Subordination Agent Incumbency Certificate, it shall be entitled to rely on the last Subordination Agent Incumbency Certificate
delivered to it hereunder.


 




    	 	26	 



     


    

 


(b)          With
the delivery of this Agreement, each Trustee shall furnish to the Subordination Agent, and from time to time thereafter may furnish
to the Subordination Agent, at such Trustee’s discretion, or upon the Subordination Agent’s request (which request
shall not be made more than one time in any 12-month period), a certificate (with respect to each such Trustee, a “Trustee
Incumbency Certificate”) of a Responsible Officer of such Trustee certifying as to the incumbency and specimen signatures
of the officers of such Trustee and the attorney-in-fact and agents of such Trustee (with respect to each such Trustee, the “Trustee
Representatives”) authorized to give Written Notices on behalf of such Trustee hereunder. Until the Subordination Agent
receives a subsequent Trustee Incumbency Certificate from a Trustee, it shall be entitled to rely on the last Trustee Incumbency
Certificate with respect to such Trustee delivered to it hereunder.


 


(c)          With
the delivery of this Agreement, each Liquidity Provider shall furnish to the Subordination Agent, and from time to time thereafter
may furnish to the Subordination Agent, at such Liquidity Provider’s discretion, or upon the Subordination Agent’s
request (which request shall not be made more than one time in any 12-month period), a certificate (with respect to each such
Liquidity Provider, an “LP Incumbency Certificate”) of a Responsible Officer of such Liquidity Provider certifying
as to the incumbency and specimen signatures of the officers of such Liquidity Provider and the attorney-in-fact and agents of
such Liquidity Provider (with respect to each such Liquidity Provider, the “LP Representatives” and, together
with the Subordination Agent Representatives and the Trustee Representatives, the “Designated Representatives”)
authorized to give Written Notices on behalf of such Liquidity Provider hereunder. Until the Subordination Agent receives a subsequent
LP Incumbency Certificate from a Liquidity Provider, it shall be entitled to rely on the last LP Incumbency Certificate with respect
to such Liquidity Provider delivered to it hereunder.


 


Section
2.06.         Controlling Party.
(a) Subject to Section 8.01(b), the Trustees and the Liquidity Providers hereby agree that, with respect to any Indenture
or any other Security Document at any given time, the Loan Trustee thereunder (or the Subordination Agent, in the case of the
Pledge Agreements, in its capacity as secured party thereunder, or the Call Option Agreements) will be directed: (i) so long
as no Indenture Event of Default has occurred and is continuing thereunder, in taking, or refraining from taking, any action under
such Indenture (or any other Security Document) or with respect to the Equipment Notes issued thereunder by a Majority in Interest
of Noteholders of such Equipment Notes (or in the case of any Pledge Agreement or the Call Option Agreements by a majority of
holders under all Equipment Notes then outstanding); provided that for so long as the Subordination Agent is the registered
holder of such Equipment Notes, the Subordination Agent shall act with respect to this clause (i) in accordance with
the directions of the Trustees (in the case of each such Trustee, with respect to the Equipment Notes issued under such Indenture
and held as Trust Property of such Trust) constituting, in the aggregate, directions with respect to an outstanding principal
amount of such Equipment Notes that, if held by such Trustees directly, would make such Trustees a Majority in Interest of Noteholders,
and (ii) after the occurrence and during the continuance of an Indenture Event of Default thereunder, in taking, or refraining
from taking, any action under such Indenture, or other Security Document, or with respect to the Equipment Notes issued under
any Indenture, including exercising remedies thereunder (including Accelerating the Equipment Notes or foreclosing the Lien created
over the Collateral under any Indenture or other Security Document), by the Controlling Party.


 




    	 	27	 



     


    

  


(b)          Subject
to paragraph (c) below, the “Controlling Party” shall be (x) the Class A Trustee, (y) upon
payment of Final Distributions to the holders of Class A Certificates, but prior to payment of Final Distributions to the
holders of Class B Certificates, the Class B Trustee, (z) upon payment of Final Distributions to the holders of the Class
A Certificates and the Class B Certificates, but, if any Additional Certificates are outstanding, prior to payment of Final Distributions
to the holders of the most senior class of Additional Certificates, the Additional Trustee for the Additional Trust related to
such most senior class of Additional Certificates. For purposes of giving effect to the provisions of Section 2.06(a)
and this Section 2.06(b), the Trustees (other than the Controlling Party) irrevocably agree (and the Certificateholders
(other than the Certificateholders represented by the Controlling Party) shall be deemed to agree by virtue of their purchase
of Certificates) that the Subordination Agent, as record holder of the Equipment Notes, and subject always to the provisions of
Section 2.06(a) and Article VIII, shall exercise its voting rights in respect of the Equipment Notes so
held by the Subordination Agent as directed by the Controlling Party and any vote so exercised shall be binding upon the Trustees
and all Certificateholders.


 


The
Subordination Agent shall give Written Notice to all of the other parties to this Agreement promptly upon a change in the identity
of the Controlling Party. Each of the parties hereto agrees that it shall not exercise any of the rights of the Controlling Party
at such time as it is not the Controlling Party hereunder; provided, however, that nothing herein contained shall
prevent or prohibit any Non-Controlling Party from exercising such rights as shall be specifically granted to such Non-Controlling
Party hereunder and under the other Operative Agreements.


 


(c)          Notwithstanding
the foregoing, at any time after 21 months from the earliest to occur of (i) the date on which the entire Available Amount
as of such date under any Liquidity Facility shall have been drawn (for any reason other than a Downgrade Drawing or a Non-Extension
Drawing but including a Final Drawing, a Special Termination Drawing or a Downgrade Drawing or Non-Extension Drawing that has
been converted into a Final Drawing under such Liquidity Facility) and remains unreimbursed, (ii) the date on which the entire
amount of any Downgrade Drawing or Non-Extension Drawing under any Liquidity Facility shall have become and remain “Applied
Downgrade Advances” or “Applied Non-Extension Advances”, as the case may be, under and as defined in such Liquidity
Facility and (iii) the date on which all Equipment Notes under all Indentures shall have been Accelerated, the Liquidity
Provider with the greatest amount of unreimbursed Liquidity Obligations owed to it (so long as such Liquidity Provider has not
defaulted in its obligation to make any Drawing under its Liquidity Facility) shall have the right to elect, by Written Notice
to the Subordination Agent and each of the Trustees, to become the Controlling Party hereunder with respect to any Indenture at
any time from and including the last day of such 21-month period.


 


(d)          [Reserved].


 




    	 	28	 



     


    

  


(e)          The
exercise of remedies by the Controlling Party under this Agreement shall be expressly limited by Sections 4.01(a)(ii)
and 4.01(a)(iii) hereof.


 


(f)          The
Controlling Party shall not be entitled to require or obligate any Non-Controlling Party to provide funds necessary to exercise
any right or remedy hereunder.


 


(g)          Notwithstanding
anything contained herein, neither the Controlling Party nor the Subordination Agent shall be authorized or empowered to do anything
that would cause any Trust to fail to qualify as a “grantor trust” for federal income tax purposes.


 


ARTICLE
III


 


RECEIPT,
DISTRIBUTION AND APPLICATION OF


AMOUNTS
RECEIVED


 


Section
3.01.         Written Notice of Distribution.
(a) No later than 3:00 P.M. (New York City time) on the Business Day immediately preceding each Distribution Date, each of the
following Persons shall deliver to the Subordination Agent a Written Notice setting forth the following information as at the
close of business on such Business Day:


 


(i)          With
respect to the Class A Certificates, the Class A Trustee shall separately set forth the amounts to be paid in
accordance with clause “first” (to reimburse payments made by such Trustee or the Class A
Certificateholders, as the case may be, pursuant to subclause (ii) or (iv) of clause
“first”) of Section 3.02 hereof, subclauses (ii) and (iii) of clause
“sixth” of Section 3.02 hereof and clauses “seventh” and “ninth”
of Section 3.02 hereof;


 


(ii)         With
respect to the Class B Certificates, the Class B Trustee shall separately set forth the amounts to be paid in accordance
with clause “first” (to reimburse payments made by such Trustee or the Class B Certificateholders, as
the case may be, pursuant to subclause (ii) or (iv) of clause “first”) of Section 3.02
hereof, subclauses (ii) and (iii) of clause “sixth” of Section 3.02 hereof
and clauses “eighth”, “tenth” and “eleventh” of Section 3.02
hereof;


 


(iii)        With
respect to each Liquidity Facility, the Liquidity Provider thereunder shall separately set forth the amounts to be paid to it
in accordance with subclauses (iii) and (iv) of clause “first” of Section 3.02 hereof,
clause “second” of Section 3.02 hereof, clause “third” of Section 3.02
hereof, clause “fourth” of Section 3.02 hereof and clause “fifth” of Section 3.02
hereof; and


 


(iv)        Each
Trustee shall set forth the amounts to be paid in accordance with clause “sixth” of Section 3.02
hereof.


 


(b)          At
such time as a Trustee or a Liquidity Provider shall have received all amounts owing to it (and, in the case of a Trustee, the
Certificateholders for which it is acting) pursuant to Section 3.02 hereof, as applicable, and, in the case of a Liquidity
Provider, its commitment or obligations under the related Liquidity Facility shall have terminated or expired, such Person shall,
by a Written Notice, so inform the Subordination Agent, LATAM and each other party to this Agreement.


 




    	 	29	 



     


    

  


(c)          As
provided in Section 6.05, the Subordination Agent shall be fully protected in relying on any of the information set
forth in a Written Notice provided by any Trustee or any Liquidity Provider pursuant to paragraphs (a) and (b)
above and shall have no independent obligation to verify, calculate or recalculate any amount set forth in any Written Notice
delivered in accordance with such paragraphs.


 


(d)          Any
Written Notice delivered by a Trustee, a Liquidity Provider or the Subordination Agent, as applicable, pursuant to Section 3.01,
if made prior to 10:00 A.M. (New York City time) on any Business Day shall be effective on the date delivered (or if delivered
later on a Business Day or if delivered on a day that is not a Business Day shall be effective as of the next Business Day). Subject
to the terms of this Agreement, the Subordination Agent shall as promptly as practicable comply with any such instructions; provided,
however, that any transfer of funds pursuant to any instruction received after 10:00 A.M. (New York City time) on any Business
Day may be made on the next succeeding Business Day.


 


(e)          In
the event the Subordination Agent shall not receive from any Person any information set forth in paragraph (a) above
which is required to enable the Subordination Agent to make a distribution to such Person pursuant to Section 3.02 hereof,
the Subordination Agent shall request such information and, failing to receive any such information, the Subordination Agent shall
not make such distribution(s) to such Person. In such event, the Subordination Agent shall make distributions pursuant to clauses
“first” through “eleventh” of Section 3.02 to the extent it shall have sufficient
information to enable it to make such distributions, and shall continue to hold any funds remaining on the terms hereof, including
Section 2.02(b), after making such distributions, until the Subordination Agent shall receive all necessary information
to enable it to distribute any funds so withheld, and upon receipt of the information necessary to distribute any funds so withheld,
the Subordination Agent shall distribute such funds.


 


(f)          On
such dates (but not more frequently than monthly) as any Liquidity Provider or any Trustee shall request, but in any event automatically
at the end of each calendar quarter, the Subordination Agent shall send to such party a written statement reflecting all amounts
on deposit with the Subordination Agent pursuant to Section 3.01(e).


 


The
notices required under this Section 3.01(a) may be in the form of a schedule or similar document provided to the Subordination
Agent by the parties referenced therein or by any one of them, which schedule or similar document may state that, unless there
has been a prepayment of the Equipment Notes, such schedule or similar document is to remain in effect until any substitute notice
or amendment shall be given to the Subordination Agent by the party providing such notice.


 


Section
3.02.         Distribution of Amounts on Deposit in the Collection Account.
Except as otherwise provided in Sections 2.04, 3.01(e), 3.03, 3.05(b) and 3.05(k), amounts
on deposit in the Collection Account (including amounts on deposit in the Special Payments Account) shall be promptly distributed
on each Regular Distribution Date (or, in the case of any amount described in Sections 2.04(a) or 2.04(b), on the Special
Distribution Date thereof) in the following order of priority and in accordance with the information provided to the Subordination
Agent pursuant to Section 3.01(a):


 




    	 	30	 



     


    

  


first,
such amount as shall be required to reimburse (i) the Subordination Agent for any reasonable out-of-pocket costs and expenses
actually incurred by it (to the extent not previously reimbursed) or reasonably expected to be incurred by it for the period ending
on the next succeeding Regular Distribution Date (which shall not exceed $150,000 unless approved in writing by the Controlling
Party and accompanied by evidence that such costs are actually expected to be incurred) in the protection of, or the realization
of the value of, the Equipment Notes or any Collateral, shall be applied by the Subordination Agent in reimbursement of such costs
and expenses, (ii) any Trustee for any amounts of the nature described in clause (i) above actually incurred
by it under the applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed to such Trustee, (iii) any
Liquidity Provider for any amounts of the nature described in clause (i) above actually incurred by it (to the extent
not previously reimbursed), shall be distributed to such Liquidity Provider, and (iv) any Liquidity Provider or any Certificateholder
for payments, if any, made by it to the Subordination Agent or any Trustee in respect of amounts described in clause (i)
above actually incurred by it (to the extent not previously reimbursed) (collectively, the “Administration Expenses”),
shall be distributed to such Liquidity Provider or the applicable Trustee for the account of such Certificateholder, in each such
case, pro rata on the basis of all amounts described in clauses (i) through (iv) above;


 


second,
such amount as shall be required to pay all accrued and unpaid Liquidity Expenses owed to each Liquidity Provider (other than
amounts distributed pursuant to clause “first” of this Section 3.02) shall be distributed to the
Liquidity Providers pro rata on the basis of the amount of Liquidity Expenses owed to each Liquidity Provider;


 


third,
such amount as shall be required to pay (i) the aggregate amount of accrued and unpaid interest on all Liquidity Obligations (at
the rate, or in the amount, provided in the applicable Liquidity Facility) shall be distributed to the Liquidity Providers pro
rata on the basis of the amounts owed to each Liquidity Provider, and (ii) if one or more Special Termination Drawings have
been made under the Liquidity Facilities that have not been converted into a Final Drawing, the outstanding amount of such Special
Termination Drawings shall be distributed to the Liquidity Providers, pro rata on the basis of the amounts owed to each Liquidity
Provider;


 


fourth,
such amount as shall be required (A) if any Cash Collateral Account had been previously funded as provided in Section 3.05(f),
unless (i) on such Distribution Date a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred
and be continuing with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to
such Liquidity Facility, to fund such Cash Collateral Account up to its Required Amount shall be deposited in such Cash Collateral
Account, (B) if any Liquidity Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed
Interest Drawings under such Liquidity Facility have reduced the Available Amount thereunder to zero, unless (i) on such Distribution
Date a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to
the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such Liquidity Facility, to fund such
Cash Collateral Account up to its Required Amount shall be deposited in the related Cash Collateral Account, and (C) if, with
respect to any particular Liquidity Facility neither subclause (A) nor subclause (B) of this clause “fourth”
is applicable, to pay or reimburse the Liquidity Provider in respect of such Liquidity Facility in an amount equal to the
outstanding amount of all Liquidity Obligations then due under such Liquidity Facility (other than amounts distributed pursuant
to clauses “first”, “second” or “third” of this Section 3.02), pro rata on the
basis of the amounts of all such fundings and/or unreimbursed Liquidity Obligations payable to each Liquidity Provider;


 




    	 	31	 



     


    

  


fifth,
if, with respect to any particular Liquidity Facility, any amounts are to be distributed pursuant to either subclause (A)
or (B) of clause “fourth” above, then the Liquidity Provider with respect to such Liquidity Facility
shall be paid the excess of (x) the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under such
Liquidity Facility over (y) the Required Amount for the relevant Cash Collateral Account without duplication of any amounts distributed
pursuant to clauses “first”, “second”, “third”, and “fourth”
of this Section 3.02, pro rata on the basis of such amounts in respect of such Liquidity Provider;


 


sixth,
such amount as shall be required to reimburse or pay (i) the Subordination Agent for any Tax (other than Taxes imposed on
compensation paid hereunder), expense, fee, charge or other loss incurred by, or any other amount payable to, the Subordination
Agent in connection with the transactions contemplated hereby (to the extent not previously reimbursed), shall be applied by the
Subordination Agent in reimbursement of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation
paid under the applicable Trust Agreement), expense, fee, charge or other loss incurred by, or any other amount payable to, such
Trustee under the applicable Trust Agreements (to the extent not previously reimbursed), shall be distributed to such Trustee,
and (iii) each Certificateholder for payments, if any, made by it pursuant to Section 5.02 hereof in respect of amounts
described in clause (i) above (without duplication of any amounts distributed pursuant to subclause (iv) of
clause “first” of this Section 3.02) shall be distributed to the applicable Trustee for the account
of such Certificateholder, in each such case, pro rata, without duplication, on the basis of all amounts described in clauses (i)
through (iii) above;


 


seventh,
such amount as shall be required to pay in full accrued and unpaid interest at the Stated Interest Rate on the Pool Balance of
the Class A Certificates (excluding interest, if any, payable with respect to the Deposits relating to the Class A Trust)
shall be distributed to the Class A Trustee;


 


eighth,
such amount as shall be required to pay unpaid Class B Adjusted Interest to the holders of the Class B Certificates
(excluding interest, if any, payable with respect to Deposits relating to the Class B Trust) shall be distributed to the Class B
Trustee;


 


ninth,
such amount as shall be required to pay in full Expected Distributions to the holders of the Class A Certificates on such
Distribution Date shall be distributed to the Class A Trustee;


 


tenth,
such amount as shall be required to pay in full accrued and unpaid interest at the Stated Interest Rate on the Pool Balance of
the Class B Certificates which was not previously paid pursuant to clause “eighth” above to the holders
of the Class B Certificates (excluding interest, if any, payable with respect to Deposits relating to the Class B Trust)
shall be distributed to the Class B Trustee;


 




    	 	32	 



     


    

  


eleventh,
such amount as shall be required to pay in full Expected Distributions to the holders of the Class B Certificates on such
Distribution Date shall be distributed to the Class B Trustee; and


 


twelfth,
the balance, if any, of any such amount remaining thereafter shall be held in the Collection Account for later distribution in
accordance with this Article III.


 


With
respect to clauses “first” and “sixth” above, no amounts shall be reimbursable to the Subordination
Agent, any Trustee, any Liquidity Provider or any Certificateholder for any payments made by any such Person in connection with
any Equipment Note that is no longer held by the Subordination Agent (to the extent that such payments relate to periods after
such Equipment Note ceases to be held by the Subordination Agent).


 


Section
3.03.         Other Payments.  (a)
Any payments received by the Subordination Agent for which no provision as to the application thereof is made in this Agreement
shall be distributed by the Subordination Agent (i) in the order of priority specified in Section 3.02 hereof
and (ii) to the extent received or realized at any time after the Final Distributions for each Class of Certificates have
been made, in the manner provided in clause “first” of Section 3.02 hereof.


 


(b)          Notwithstanding
the priority of payments specified in Section 3.02, in the event any Investment Earnings on amounts on deposit in
any Cash Collateral Account resulting from an Unapplied Provider Advance are deposited in the Collection Account or the Special
Payments Account, such Investment Earnings shall be used to pay interest payable in respect of such Unapplied Provider Advance
to the extent of such Investment Earnings.


 


(c)          If
the Subordination Agent receives any Scheduled Payment after the Scheduled Payment Date relating thereto, but prior to such payment
becoming an Overdue Scheduled Payment, then the Subordination Agent shall deposit such Scheduled Payment in the Collection Account
and promptly distribute such Scheduled Payment in accordance with the priority of distributions set forth in Section 3.02;
provided, that, for the purposes of this Section 3.03(c) only, each reference in clauses “ninth”
and “eleventh” of Section 3.02 to “Distribution Date” shall be deemed to refer
to such Scheduled Payment Date.


 


Section
3.04.         Payments to the Trustees and the Liquidity Providers.  Any
amounts distributed hereunder to any Liquidity Provider shall be paid by wire transfer of funds to the account that such Liquidity
Provider shall provide to the Subordination Agent. The Subordination Agent shall provide a Written Notice of any such transfer
to the applicable Liquidity Provider at the time of such transfer. Any amounts distributed hereunder by the Subordination Agent
to any Trustee that is not the same institution as the Subordination Agent shall be paid to such Trustee by wire transfer of funds
at the account such Trustee shall provide to the Subordination Agent.


 




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Section
3.05.         Liquidity Facilities.  (a)
Interest Drawings.  If on any Distribution Date, after giving effect to the subordination provisions of this
Agreement, the Subordination Agent shall not have sufficient funds for the payment of any amounts due and owing in respect of
accrued interest on the Class A Certificates or the Class B Certificates (at the Stated Interest Rate for such Class
of Certificates) (other than any amount of interest which was due and payable on the Class A Certificates or the Class B
Certificates on such Distribution Date but which remains unpaid due to the failure of the Depositary to pay any amount of accrued
interest on the Deposits on such Distribution Date), then, prior to 12:30 p.m. (New York City time) on such Distribution Date,
(i) the Subordination Agent shall request a drawing (each such drawing, an “Interest Drawing”) under the
Liquidity Facility with respect to such Class of Certificates in an amount equal to the lesser of (x) an amount sufficient
to pay the amount of such accrued interest shortfall (at the applicable Stated Interest Rate for such Class of Certificates) and
(y) the Available Amount under such Liquidity Facility, and (ii) the Subordination Agent shall upon receipt of such amount
pay such amount to the Trustee with respect to each such Class of Certificates in payment of such accrued interest shortfall.


 


(b)          Application
of Interest Drawings. Notwithstanding anything to the contrary contained in this Agreement, (i) all payments received
by the Subordination Agent in respect of an Interest Drawing under the Class A Liquidity Facility and all amounts withdrawn
by the Subordination Agent from the Class A Cash Collateral Account, and payable, in each case, to the Class A Certificateholders
or the Class A Trustee, shall be promptly distributed to the Class A Trustee, and (ii) all payments received by
the Subordination Agent in respect of an Interest Drawing under the Class B Liquidity Facility and all amounts withdrawn
by the Subordination Agent from the Class B Cash Collateral Account, and payable, in each case, to the Class B Certificateholders
or the Class B Trustee, shall be promptly distributed to the Class B Trustee.


 


(c)          Downgrade
Drawings.


 


(i)          Each
Liquidity Provider will promptly, but in any event within ten (10) days of the occurrence of a Downgrade Event with respect to
it (the date of such occurrence, the “Downgrade Date”), deliver notice to the Subordination Agent and LATAM
of the occurrence of such Downgrade Event and the Downgrade Date therefor. After the occurrence of a Downgrade Event with respect
to any Liquidity Provider, each Liquidity Facility provided by such Liquidity Provider shall become a “Downgraded Facility”
on the thirty-fifth (35th) day after the related Downgrade Date, unless, not later than such thirty-fifth (35th) day
(or, if earlier, the expiration date of such Liquidity Facility), the Rating Agency whose downgrading of such Liquidity Provider
resulted in such Downgrade Event shall have provided a written confirmation that the occurrence of such Downgrade Event will not
result in the downgrading, withdrawal or suspension of the ratings then issued by such Rating Agency of the related Class of Certificates.
Notwithstanding the foregoing, if at any time after the occurrence of such Downgrade Event, such Liquidity Provider notifies the
Subordination Agent in writing that no such confirmation will be provided by such Rating Agency, each Liquidity Facility provided
by such Liquidity Provider shall become a Downgraded Facility as of the date of such notice to the Subordination Agent.


 


(ii)         If
at any time any Liquidity Facility becomes a Downgraded Facility, not later than the thirty-fifth (35th) day after the related
Downgrade Date (or, if earlier, the expiration date of such Downgraded Facility), the Liquidity Provider under such Downgraded
Facility or LATAM may arrange for a Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the
Subordination Agent.


 




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(iii)        If
a Downgraded Facility has not been replaced by a Replacement Liquidity Facility in accordance with Section 3.05(c)(ii), the Subordination
Agent shall, on the 35th day referred to in Section 3.05(c)(ii) (or if such 35th day is not a Business Day, on the next succeeding
Business Day) (or, if earlier, the expiration date of such Downgraded Facility), request a drawing in accordance with and to the
extent permitted by such Downgraded Facility (such drawing, a “Downgrade Drawing”) of the Available Amount
thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as provided in Section 3.05(f)
hereof. Subject to Section 3.05(e)(iii), the applicable Liquidity Provider may also arrange for a Replacement Liquidity
Provider to issue and deliver a Replacement Liquidity Facility at any time after such Downgrade Drawing so long as such Downgrade
Drawing has not been reimbursed in full to such Liquidity Provider.


 


(iv)        For
the avoidance of doubt, the provisions of this Section 3.05(c) shall apply to each occurrence of a Downgrade Event with
respect to a Liquidity Provider, regardless of whether or not one or more Downgrade Events have occurred prior thereto and whether
or not any confirmation by a Rating Agency specified in Section 3.05(c)(i) has been obtained with respect to any prior
occurrence of a Downgrade Event.


 


(v)         If
at any time after making a Downgrade Drawing, the applicable Liquidity Provider satisfies the Threshold Rating and delivers written
notice to such effect to the Subordination Agent and LATAM, as of the second Business Day following receipt of such notice, (i)
the Downgraded Facility shall cease to be a Downgraded Facility, (ii) the Subordination Agent shall withdraw the unapplied amount
of such Downgrade Drawing on deposit in the Class A Cash Collateral Account and reimburse such amount to the Liquidity Provider
and (iii) any applied amount of such Downgrade Drawing shall be deemed to have been converted to an Interest Drawing as of such
date in accordance with the applicable Liquidity Facility (without prejudice to the first proviso of Section 2.06(a)).


 


(d)          Non-Extension
Drawings. If any Liquidity Facility with respect to any Class of Certificates is scheduled to expire on a date (the “Stated
Expiration Date”) prior to the date that is fifteen (15) days after the Final Legal Distribution Date for such Class
of Certificates, then, if before the 25th day prior to any anniversary date of the Closing Date (such 25th day, the “Notice
Date”) the Liquidity Provider shall have advised the Subordination Agent that such Liquidity Facility shall not be extended
beyond the immediately following anniversary date of the Closing Date and on or before the Notice Date such Liquidity Facility
shall not have been replaced in accordance with Section 3.05(e), the Subordination Agent shall, on the Notice Date (or
as soon thereafter as possible but prior to the date of expiration of the expiring Liquidity Facility (a “Non-Extended
Facility”)), in accordance with the terms of such Non-Extended Facility, request a drawing under such Non-Extended Facility
(such drawing, a “Non-Extension Drawing”) of all available and undrawn amounts thereunder.


 




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(e)          Issuance
of Replacement Liquidity Facility.  (i) Subject to Section 3.05(e)(iii) and the agreements, if any, in the
applicable Fee Letter, at any time, LATAM may, at its option and at its own expense, with cause or without cause, arrange for
a Replacement Liquidity Facility to replace any Liquidity Facility for any Class of Certificates (including any Replacement Liquidity
Facility provided pursuant to Section 3.05(e)(ii)); provided, however, that if the initial Liquidity
Provider is replaced (including as a result of a refinancing of the Class B Certificates) it shall be replaced with respect to
all Liquidity Facilities under which it is a Liquidity Provider. If such Replacement Liquidity Facility is provided at any time
after a Downgrade Drawing, a Non-Extension Drawing or a Special Termination Drawing has been made, all funds on deposit in the
relevant Cash Collateral Account resulting from such Downgrade Drawing, Non-Extension Drawing or Special Termination Drawing will
be returned to the Liquidity Provider being replaced.


 


(ii)         If
any Liquidity Provider shall determine not to extend its Liquidity Facility in accordance with Section 3.05(d), then
such Liquidity Provider may, at its option, arrange for a Replacement Liquidity Facility to replace such Liquidity Facility during
the period no earlier than forty (40) days and no later than twenty-five (25) days prior to the then effective Stated Expiration
Date of such Liquidity Facility. At any time after a Non-Extension Drawing has been made under any Liquidity Facility, the Liquidity
Provider thereunder may, at its option, arrange for a Replacement Liquidity Facility to replace the Liquidity Facility under which
such Non-Extension Drawing has been made.


 


(iii)        No
Replacement Liquidity Facility arranged by LATAM or a Liquidity Provider in accordance with clause (i) or (ii)
above or pursuant to Section 3.05(c), respectively, shall become effective and no such Replacement Liquidity Facility
shall be deemed a “Liquidity Facility” under the Operative Agreements, unless and until (A) each of the conditions
referred to in sub-clauses (iv)(x) and (z) below shall have been satisfied, (B) if such Replacement Liquidity
Facility shall materially adversely affect the rights, remedies, interests or obligations of the Class A Certificateholders
or the Class B Certificateholders under any of the Operative Agreements, the applicable Trustee shall have consented, in
writing, to the execution and issuance of such Replacement Liquidity Facility and (C) in the case of a Replacement Liquidity
Facility arranged by a Liquidity Provider under Section 3.05(e)(ii) or pursuant to Section 3.05(c), such
Replacement Liquidity Facility is reasonably acceptable to LATAM.


 


(iv)        In
connection with the issuance of each Replacement Liquidity Facility, the Subordination Agent shall (x) prior to the issuance
of such Replacement Liquidity Facility, obtain written confirmation from each Rating Agency that such Replacement Liquidity Facility
will not cause a reduction, withdrawal or suspension of any rating then in effect for the related Class of Certificates by such
Rating Agency (without regard to any downgrading of any rating of the Liquidity Provider being replaced pursuant to Section 3.05(c)),
(y) pay all Liquidity Obligations then owing to the replaced Liquidity Provider (which payment shall be made first from available
funds in the applicable Cash Collateral Account as described in Section 3.05(f), and thereafter from any other available
source, including, without limitation, a drawing under the Replacement Liquidity Facility) and (z) cause the issuer of the
Replacement Liquidity Facility to deliver the Replacement Liquidity Facility to the Subordination Agent, together with a legal
opinion opining that such Replacement Liquidity Facility is an enforceable obligation of such Replacement Liquidity Provider.


 




    	 	36	 



     


    

 


(v)         Upon
satisfaction of the conditions set forth in clauses (iii) and (iv) of this Section 3.05(e) with
respect to a Replacement Liquidity Facility, (1) the replaced Liquidity Facility shall terminate, (2) the Subordination
Agent shall, if and to the extent so requested by LATAM or the Liquidity Provider being replaced, execute and deliver any certificate
or other instrument required in order to terminate the replaced Liquidity Facility, shall surrender the replaced Liquidity Facility
to the Liquidity Provider being replaced and shall execute and deliver the Replacement Liquidity Facility and any associated Fee
Letter, (3) each of the parties hereto shall enter into any amendments to this Agreement necessary to give effect to (a) the
replacement of the applicable Liquidity Provider with the applicable Replacement Liquidity Provider and (b) the replacement
of the applicable Liquidity Facility with the applicable Replacement Liquidity Facility, and (4) the applicable Replacement
Liquidity Provider shall be deemed to be a Liquidity Provider with the rights and obligations of a Liquidity Provider hereunder
and under the other Operative Agreements and such Replacement Liquidity Facility shall be deemed to be a Liquidity Facility hereunder
and under the other Operative Agreements.


 


(f)          Cash
Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all Available Amounts under
the Class A Liquidity Facility or the Class B Liquidity Facility pursuant to Section 3.05(c), 3.05(d),
3.05(i) or 3.05(k), or in the event amounts are to be deposited in the Class A Cash Collateral Account or the
Class B Cash Collateral Account pursuant to subclause (A) or (B) of clause “fourth”
of Section 3.02, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination
Agent in the Class A Cash Collateral Account or the Class B Cash Collateral Account, as applicable. All amounts on deposit
in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.02(b).


 


On
each Interest Payment Date (or, in the case of any Special Distribution Date with respect to the distribution of a Special Payment,
on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account with respect to
any Liquidity Facility (or in the case of any Special Distribution Date with respect to the distribution of a Special Payment,
so long as no Indenture Event of Default shall have occurred and be continuing under any Indenture, a fraction of such Investment
Earnings equal to the Section 2.04 Fraction) shall be deposited in the Collection Account (or, in the case of any Special
Distribution Date with respect to the distribution of a Special Payment, the Special Payments Account) and applied on such Interest
Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 3.02 or 3.03 (as
applicable). The Subordination Agent shall deliver a written statement to LATAM and each Liquidity Provider one day prior to each
Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash
Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall
make withdrawals from such accounts as follows:


 


(i)          on
each Distribution Date, the Subordination Agent shall, to the extent it shall not have received funds to pay accrued and unpaid
interest due and owing on the Class A Certificates (at the Stated Interest Rate for the Class A Certificates) (other than any
amount of interest which was due and payable in respect of the Class A Certificates on such Distribution Date but which remains
unpaid due to the failure of the Depositary to pay any amount of accrued interest on the Deposits on such Distribution Date) after
giving effect to the subordination provisions of this Agreement, withdraw from the Class A Cash Collateral Account, and pay to
the Class A Trustee, an amount equal to the lesser of (x) an amount necessary to pay accrued and unpaid interest (at the Stated
Interest Rate for the Class A Certificates) on the Class A Certificates (excluding interest, if any, payable with respect to the
Deposits relating to the Class A Trust) and (y) the amount on deposit in the Class A Cash Collateral Account;


 




    	 	37	 



     


    

  


(ii)         on
each Distribution Date, the Subordination Agent shall, to the extent it shall not have received funds to pay accrued and unpaid
interest due and owing on the Class B Certificates (at the Stated Interest Rate for the Class B Certificates) (other than any
amount of interest which was due and payable in respect of the Class B Certificates on such Distribution Date but which remains
unpaid due to the failure of the Depositary to pay any amount of accrued interest on the Deposits on such Distribution Date) after
giving effect to the subordination provisions of this Agreement, withdraw from the Class B Cash Collateral Account, and pay to
the Class B Trustee, an amount equal to the lesser of (x) an amount necessary to pay accrued and unpaid interest (at the Stated
Interest Rate for the Class B Certificates) on such Class B Certificates (excluding interest, if any, payable with respect to
the Deposits relating to the Class B Trust) and (y) the amount on deposit in the Class B Cash Collateral Account;


 


(iii)        on
each date on which the Pool Balance of the Class A Trust shall have been reduced by payments made to the Class A Certificateholders
pursuant to Section 3.02 hereof or pursuant to Section 2.03 of the Escrow and Paying Agent Agreement for such Class, the
Subordination Agent shall withdraw from the Class A Cash Collateral Account such amount as is necessary so that, after giving
effect to the reduction of the Pool Balance on such date (and any reduction in the amounts on deposit in the Class A Cash Collateral
Account resulting from a prior withdrawal of amounts on deposit in the Class A Cash Collateral Account on such date) and any transfer
of Investment Earnings from such Cash Collateral Account to the Collection Account or the Special Payments Account on such date,
an amount equal to the sum of the Required Amount (with respect to the Class A Liquidity Facility) plus (if on a Distribution
Date not coinciding with an Interest Payment Date) Investment Earnings on deposit in such Cash Collateral Account (after giving
effect to any such transfer of Investment Earnings) will remain on deposit in the Class A Cash Collateral Account and shall first,
pay such withdrawn amount to the Class A Liquidity Provider until the Class A Liquidity Obligations owing to the Class A Liquidity
Provider shall have been paid in full, and second, deposit any remaining withdrawn amount in the Collection Account;


 


(iv)        on
each date on which the Pool Balance of the Class B Trust shall have been reduced by payments made to the Class B Certificateholders
pursuant to Section 3.02 hereof or pursuant to Section 2.03 of the Escrow and Paying Agent Agreement for such Class, the
Subordination Agent shall withdraw from the Class B Cash Collateral Account such amount as is necessary so that, after giving
effect to the reduction of the Pool Balance on such date (and any reduction in the amounts on deposit in the Class B Cash Collateral
Account resulting from a prior withdrawal of amounts on deposit in the Class B Cash Collateral Account on such date) and any transfer
of Investment Earnings from such Cash Collateral Account to the Collection Account or the Special Payments Account on such date,
an amount equal to the sum of the Required Amount (with respect to the Class B Liquidity Facility) plus (if on a Distribution
Date not coinciding with an Interest Payment Date) Investment Earnings on deposit in such Cash Collateral Account (after giving
effect to any such transfer of Investment Earnings) will remain on deposit in the Class B Cash Collateral Account and shall first,
pay such withdrawn amount to the Class B Liquidity Provider until the Class B Liquidity Obligations owing to such Liquidity Provider
shall have been paid in full, and second, deposit any remaining withdrawn amount in the Collection Account;


 




    	 	38	 



     


    

  


(v)         if
a Replacement Liquidity Facility for any relevant Class of Certificates shall be delivered to the Subordination Agent following
the date on which funds have been deposited into the Cash Collateral Account for such Class of Certificates, the Subordination
Agent shall withdraw all amounts remaining on deposit in such Cash Collateral Account and shall pay such amounts to the replaced
Liquidity Provider, if any, until all Liquidity Obligations owed to such Person shall have been paid in full, and deposit any
remaining amount in the Collection Account;


 


(vi)        if
the Liquidity Provider with respect to a Downgraded Facility satisfies the Threshold Rating and delivers written notice to such
effect to the Subordination Agent and LATAM, on the second Business Day following receipt of such notice, the Subordination Agent
shall withdraw all amounts remaining on deposit in the applicable Cash Collateral Account constituting the unapplied amount of
any Downgrade Drawing and shall pay such amounts to such Liquidity Provider and the obligations of the Liquidity Provider shall
be reinstated in accordance with the applicable Liquidity Facility; and


 


(vii)       following
(x) the payment of Final Distributions or (y) the Final Legal Distribution Date with respect to any Class of Certificates
covered by a Liquidity Facility, on the date on which the Subordination Agent shall have been notified by the Liquidity Provider
for such Class of Certificates that the Liquidity Obligations owed to such Liquidity Provider have been paid in full, or, if earlier,
the first Business Day after such Final Legal Distribution Date, the Subordination Agent shall withdraw all amounts on deposit
in the Cash Collateral Account in respect of such Class of Certificates, if any, and shall deposit such amounts in the Collection
Account.


 


(g)          Reinstatement.  With
respect to any Interest Drawing under the Liquidity Facility for any relevant Trust, upon the reimbursement of the applicable
Liquidity Provider for all or any part of the amount of such Interest Drawing, together with any accrued interest thereon, the
Available Amount of such Liquidity Facility shall be reinstated by an amount equal to the amount of such Interest Drawing so reimbursed
to the applicable Liquidity Provider but not to exceed the Stated Amount for such Liquidity Facility; provided, however,
the Available Amount of such Liquidity Facility shall not be so reinstated in part or in full at any time if (x) both a Performing
Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with respect to the relevant Liquidity
Facility or (y) a Final Drawing, Downgrade Drawing, Non-Extension Drawing or Special Termination Drawing shall have occurred
with respect to such Liquidity Facility or an Interest Drawing shall have been converted into a Final Drawing. In the event that,
with respect to any particular Liquidity Facility, (i) funds are withdrawn from the related Cash Collateral Account pursuant
to clause (i) or (ii) of Section 3.05(f) or (ii) such Liquidity Facility shall become
a Downgraded Facility or a Non-Extended Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have
reduced the Available Amount thereunder to zero, then funds received by the Subordination Agent at any time, other than (x) any
time when both a Performing Note Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with
respect to such Liquidity Facility or (y) any time after a Final Drawing shall have occurred with respect to such Liquidity
Facility or an Interest Drawing for such Liquidity Facility shall have been converted into a Final Drawing, shall be deposited
in such Cash Collateral Account as and to the extent provided in clause “fourth” of Section 3.02
and applied in accordance with Section 3.05(f).


 




    	 	39	 



     


    

  


(h)          Reimbursement.
The amount of each drawing under the Liquidity Facilities shall be due and payable, together with interest thereon, on the dates
and at the rates, respectively, provided in the Liquidity Facilities.


 


(i)          Final
Drawing. Upon receipt from a Liquidity Provider of a Termination Notice with respect to its applicable Liquidity Facility,
the Subordination Agent shall, not later than the date specified in such Termination Notice, in accordance with the terms of such
Liquidity Facility, request a drawing under such Liquidity Facility of all available and undrawn amounts thereunder (a “Final
Drawing”). Amounts drawn pursuant to a Final Drawing shall be maintained and invested in accordance with Section 3.05(f).


 


(j)          Adjustments
of Stated Amount. Promptly following each date on which the Required Amount of the Liquidity Facility for a relevant Class
of Certificates is reduced as a result of a reduction in the Pool Balance with respect to such Certificates or otherwise, the
Subordination Agent shall, if any such Liquidity Facility provides for reductions of the Stated Amount of such Liquidity Facility
and if such reductions are not automatic, request such Liquidity Provider for such Class of Certificates to reduce such Stated
Amount to an amount equal to the Required Amount with respect to such Liquidity Facility (as calculated by the Subordination Agent
after giving effect to such payment). Each such request shall be made in accordance with the provisions of the applicable Liquidity
Facility.


 


(k)          Special
Termination Drawing. Upon receipt from a Liquidity Provider of a Special Termination Notice with respect to any Liquidity
Facility, the Subordination Agent shall, not later than the date specified in such Special Termination Notice, in accordance with
the terms of such Liquidity Facility, request a drawing under such Liquidity Facility of all available and undrawn amounts thereunder
(a “Special Termination Drawing”). Amounts drawn pursuant to a Special Termination Drawing shall be maintained
and invested in accordance with Section 3.05(f) hereof.


 


(l)          Relation
to Subordination Provisions. Interest Drawings under the Liquidity Facilities and withdrawals from the Cash Collateral Accounts,
in each case, in respect of interest on the Certificates of any Class, will be distributed to the Trustee for such Class of Certificates,
notwithstanding Sections 2.01(b) and 3.02.


 


(m)          Assignment
of Liquidity Facility. The Subordination Agent agrees not to consent to the assignment by any Liquidity Provider of any of
its rights or obligations under any Liquidity Facility or any interest therein unless (i) LATAM shall have consented to such
assignment and (ii) each Rating Agency shall have provided a Ratings Confirmation with respect to each Class of Certificates
then rated by such Rating Agency in connection with such assignment; provided that the Subordination Agent shall consent
to such assignment if the conditions in the foregoing clauses (i) and (ii) are satisfied, and the foregoing
is not intended to and shall not be construed to limit the rights of any initial Liquidity Provider under Section 3.05(e)(ii).


 




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ARTICLE
IV


 


EXERCISE
OF REMEDIES


 


Section
4.01.         Directions from the Controlling Party.  (a)
(i) Following the occurrence and during the continuation of an Indenture Event of Default under any Indenture, the Controlling
Party shall direct the Subordination Agent, as the holder of the Equipment Notes issued under such Indenture, which in turn shall
direct the Loan Trustee under such Indenture (and the other Security Documents), in the exercise of remedies available to the
holders of such Equipment Notes under such Indenture and the other Security Documents (except as set forth in the last sentence
of this clause (i)), including, without limitation, the ability to vote all such Equipment Notes held by the Subordination
Agent in favor of Accelerating such Equipment Notes in accordance with the provisions of such Indenture. Subject to Section 4.01(a)(iii),
if the Equipment Notes issued pursuant to any Indenture have been Accelerated following an Indenture Event of Default with respect
thereto, the Controlling Party may direct the Subordination Agent to sell, assign, contract to sell or otherwise dispose of and
deliver all (but not less than all) of such Equipment Notes to any Person at public or private sale, at any location at the option
of the Controlling Party, all upon such terms and conditions as the Controlling Party may reasonably deem advisable and in accordance
with applicable law. Following the occurrence and during the continuation of an Indenture Event of Default, the Controlling Party
shall direct the Subordination Agent, in its capacity as secured party under the Pledge Agreements and the Call Option Agreements,
in the exercise of the rights and remedies available to it thereunder, including the right to manage, terminate or replace any
service provider arrangements, or to sell, assign, contract to sell or otherwise dispose of and deliver all (but not less than
all) of the Collateral thereunder to any Person at a public or private sale, to the extent permitted by applicable law, at any
location at the option of the Controlling Party, all upon such terms and conditions as it may reasonably deem advisable in accordance
with applicable law.


 


(ii)         Following
the occurrence and during the continuation of an Indenture Event of Default under any Indenture, in the exercise of remedies pursuant
to such Indenture and/or any other Security Document, the Loan Trustee under such Indenture or other Security Document may be
directed to lease the related Aircraft to any Person (including LATAM) so long as the Loan Trustee in doing so acts in a “commercially
reasonable” manner within the meaning of Article 9 of the Uniform Commercial Code as in effect in any applicable jurisdiction
(including Sections 9-610 and 9-627 thereof).


 




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(iii)        Notwithstanding
the foregoing, so long as any Certificates remain Outstanding, during the period ending on the date which is nine months after
the earlier of (x) the Acceleration of the Equipment Notes issued pursuant to any Indenture or (y) the occurrence of
a Lessee Bankruptcy Event, without the consent of each Trustee (other than the Trustee of any Trust all of the Certificates of
which are held or beneficially owned by any Owner, LATAM and/or their respective Affiliates), (A) no Aircraft subject to the Lien
of such Indenture or such Equipment Notes may be sold if the net proceeds from such sale would be less than the Minimum Sale Price
for such Aircraft or such Equipment Notes, (B) the amount and payment dates of rentals payable by LATAM under the Lease for any
Aircraft may not be adjusted, if, as a result of such adjustment, the discounted present value of all such rentals would be less
than 80% of the discounted present value of the rentals payable by LATAM under such Lease before giving effect to such adjustment,
in each case using the weighted average interest rate of the Equipment Notes outstanding under the related Indenture as the discount
rate and (C) the Collateral under the Pledge Agreements may not be sold if the net proceeds from such sale would be less than
the Minimum Sale Price for such Collateral.


 


(iv)        Upon
the occurrence and continuation of an Indenture Event of Default under any Indenture, the Subordination Agent will obtain three
desktop appraisals from the Appraisers selected by the Controlling Party setting forth the current market value, current lease
rate and distressed value (in each case, as defined by the International Society of Transport Aircraft Trading or any successor
organization) of the Aircraft subject to such Indenture (each such appraisal, an “Appraisal” and the
current market value appraisals being referred to herein as the “Post-Default Appraisals”). For so long
as any Indenture Event of Default shall be continuing under any Indenture, and without limiting the right of the Controlling Party
to request more frequent Appraisals, the Subordination Agent will obtain updated Appraisals on the date that is 364 days from
the date of the most recent Appraisal (or if a Lessee Bankruptcy Event shall have occurred and is continuing, on the date that
is 180 days from the date of the most recent Appraisal) and shall (acting on behalf of each Trustee) post such Appraisals on DTC’s
Internet bulletin board or make such other commercially reasonable efforts as the Subordination Agent may deem appropriate to
make such Appraisals available to all Certificateholders.


 


(b)          Following
the occurrence and during the continuance of an Indenture Event of Default under any Indenture, the Controlling Party shall take
such actions as it may reasonably deem most effectual to complete the sale or other disposition of the relevant Aircraft, Equipment
Notes or other Collateral. In addition, in lieu of any sale, assignment, contract to sell or other disposition, the Controlling
Party may maintain or cause the Subordination Agent to maintain possession of such Equipment Notes and continue to apply monies
received in respect of such Equipment Notes in accordance with Article III hereof. In addition, in lieu of such sale,
assignment, contract to sell or other disposition, or in lieu of such maintenance of possession, the Controlling Party may, subject
to the terms and conditions of the related Indenture or other Security Document, as applicable, instruct the Loan Trustee under
such Indenture or other Security Document or the Subordination Agent under the Pledge Agreements and the Call Option Agreements
to foreclose on the Lien on the related Collateral or to take any other remedial action permitted under such Indenture or other
Security Document, as the case may be, or under any applicable law.


 




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(c)          If
following a Lessee Bankruptcy Event and during the pendency thereof, the Controlling Party receives a proposal from or on behalf
of any Owner or LATAM to restructure the financing of any one or more of the Aircraft, the Controlling Party shall promptly thereafter
give the Subordination Agent, each Trustee and each Liquidity Provider that has not made a Final Drawing notice of the material
economic terms and conditions of such restructuring proposal whereupon the Subordination Agent acting on behalf of each Trustee
shall post such terms and conditions of such restructuring proposal on DTC’s Internet bulletin board or make such other
commercially reasonable efforts as the Subordination Agent may deem appropriate to make such terms and conditions available to
all Certificateholders. Thereafter, neither the Subordination Agent nor any Trustee, whether acting on instructions of the Controlling
Party or otherwise, may, without the consent of each Trustee and each Liquidity Provider that has not made a Final Drawing, enter
into any term sheet, stipulation or other agreement (a “Restructuring Arrangement”) (whether in the form of
an adequate protection stipulation, extension of any automatic stay period or otherwise) to effect any such restructuring proposal
with or on behalf of such Owner or LATAM unless and until the material economic terms and conditions of such restructuring proposal
shall have been made available to all Certificateholders and each Liquidity Provider that has not made a Final Drawing for a period
of not less than fifteen (15) calendar days (except that such requirement shall not apply to any such term sheet, stipulation
or other agreement that is to be effective on or as of any date occurring during the 60-Day Period and that is initially effective
for a period not exceeding three months from the expiry of the 60-Day Period (an “Interim Restructuring Arrangement”)).
In the event that any Certificateholder gives irrevocable notice of the exercise of its right to purchase all (but not less than
all) of the Class of Certificates represented by the then Controlling Party pursuant to the applicable Trust Agreement, prior
to the expiry of the 15-day notice period specified above, such Controlling Party may not direct the Subordination Agent or any
Trustee to enter into any such restructuring proposal with respect to any of the Aircraft, unless and until such Certificateholder
shall fail to purchase such Class of Certificates on the date that it is required to make such purchase.


 


Section
4.02.         Remedies Cumulative.  To
the extent permitted by applicable law, each and every right, power and remedy given to the Trustees, the Liquidity Providers,
the Controlling Party or the Subordination Agent specifically or otherwise in this Agreement shall be cumulative and shall be
in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or
by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may, subject always
to the terms and conditions hereof, be exercised from time to time and as often and in such order as may be deemed expedient by
any Trustee, any Liquidity Provider, the Controlling Party or the Subordination Agent, as appropriate, and the exercise or the
beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the
same time or thereafter any other right, power or remedy. No delay or omission by any Trustee, any Liquidity Provider, the Controlling
Party or the Subordination Agent in the exercise of any right, remedy or power or in the pursuit of any remedy shall, to the extent
permitted by applicable law, impair any such right, power or remedy or be construed to be a waiver of any default or to be an
acquiescence therein.


 


Section
4.03.         Discontinuance of Proceedings.  In
case any party to this Agreement (including the Controlling Party in such capacity) shall have instituted any Proceeding to enforce
any right, power or remedy under this Agreement by foreclosure, entry or otherwise, and such Proceeding shall have been discontinued
or abandoned for any reason or shall have been determined adversely to the Person instituting such Proceeding, then and in every
such case each such party shall, subject to any determination in such Proceeding, be restored to its former position and rights
hereunder, and all rights, remedies and powers of such party shall continue as if no such Proceeding had been instituted.


 




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Section
4.04.         Right of Certificateholders and the Liquidity Providers to Receive
Payments Not to Be Impaired.  Anything in this Agreement to the
contrary notwithstanding but subject to each Trust Agreement, the right of any Certificateholder or any Liquidity Provider, respectively,
to receive payments hereunder (including, without limitation, pursuant to Section 3.02) when due, or to institute
suit for the enforcement of any such payment on or after the applicable Distribution Date, shall not be impaired or affected without
the consent of such Certificateholder or such Liquidity Provider, respectively.


 


ARTICLE
V


 


DUTIES
OF THE SUBORDINATION AGENT;


AGREEMENTS
OF TRUSTEES, ETC.


 


Section
5.01.         Notice of Indenture Event of Default or Triggering Event.  (a)
If the Subordination Agent shall have knowledge of an Indenture Event of Default or a Triggering Event, the Subordination Agent
shall promptly give notice thereof to the Rating Agencies, LATAM, the Liquidity Providers and the Trustees by telegram, cable,
facsimile or telephone (to be promptly confirmed in writing), unless such Indenture Event of Default or Triggering Event shall
have been cured or waived. For all purposes of this Agreement, in the absence of actual knowledge, the Subordination Agent shall
not be deemed to have knowledge of any Indenture Event of Default or Triggering Event unless notified in writing by an Owner,
LATAM, one or more Trustees, one or more Liquidity Providers or one or more Certificateholders; and “actual knowledge”
(as used in the foregoing clause) of the Subordination Agent shall mean actual knowledge of an officer in the Corporate Trust
Office of the Subordination Agent.


 


(b)          Other
Notices. The Subordination Agent will furnish to each Liquidity Provider and each Trustee, promptly upon receipt thereof,
duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished
to the Subordination Agent as registered holder of the Equipment Notes or otherwise in its capacity as Subordination Agent to
the extent the same shall not have been otherwise directly distributed to such Liquidity Provider or such Trustee, as applicable,
pursuant to any other Operative Agreement.


 


(c)          Securities
Position. Upon the occurrence of an Indenture Event of Default, the Subordination Agent shall instruct the Trustees to, and
the Trustees shall, request that DTC post on its Internet bulletin board a securities position listing setting forth the names
of all the parties reflected on DTC’s books as holding interests in the Certificates.


 


(d)          Reports.
Promptly after the occurrence of a Triggering Event or an Indenture Event of Default resulting from either (A) the failure of
LATAM to make any payment of Rent or (B) the failure of any Owner to make payments on any Equipment Note and on every Regular
Distribution Date while such Triggering Event or such Indenture Event of Default shall be continuing, the Subordination Agent
will provide to the Trustees, the Liquidity Providers, the Rating Agencies and LATAM a statement setting forth the following information:


 




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(i)          after
a Lessee Bankruptcy Event, whether such Aircraft is subject to an Interim Restructuring Arrangement or other agreement of the
applicable creditors and the Lessee;


 


(ii)         to
the best of the Subordination Agent’s knowledge, after requesting such information from LATAM, (A) whether the Aircraft
are currently in service or parked in storage, (B) the maintenance status of the Aircraft and (C) the location of the
Engines (as defined in the Indentures);


 


(ii)         the
current Pool Balance of each Class of Certificates, the Eligible B Pool Balance and the outstanding principal amount of all Equipment
Notes;


 


(iii)        the
expected amount of interest which will have accrued on the Equipment Notes and on the Certificates as of the next Regular Distribution
Date;


 


(iv)        the
amounts paid to each Person on such Distribution Date pursuant to this Agreement;


 


(v)         details
of the amounts paid on such Distribution Date identified by reference to the relevant provision of this Agreement and the source
of payment (by Aircraft and party);


 


(vi)        if
the Subordination Agent has made a Final Drawing or a Special Termination Drawing under any Liquidity Facility;


 


(vii)       the
amounts currently owed to each Liquidity Provider;


 


(viii)      the
amounts drawn under each Liquidity Facility; and


 


(ix)         after
a Lessee Bankruptcy Event, any operational reports filed by LATAM with the bankruptcy or other relevant court, trustee or receiver
which are available to the Subordination Agent on a non-confidential basis.


 


Section
5.02.        Indemnification.  The
Subordination Agent shall not be required to take any action or refrain from taking any action under Article IV unless
the Subordination Agent shall have received indemnification against any risks that may be incurred in connection therewith in
form and substance reasonably satisfactory to it, including, without limitation, adequate advances against costs (including fees
and expenses) that may be incurred by it in connection therewith. The Subordination Agent shall not be required to take any action
under Article IV, nor shall any other provision of this Agreement or any other Operative Agreement be deemed to impose
a duty on the Subordination Agent to take any action, if the Subordination Agent shall have been advised by outside counsel that
such action is contrary to the terms hereof or is otherwise contrary to law. Under no circumstances shall the Subordination Agent
be required to expend or risk its own funds or otherwise incur any financial liability in performing its duties or exercising
its rights or powers hereunder if it shall have reasonable grounds for believing that repayment of such funds is not assured to
it.


 




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Section
5.03.         No Duties Except as Specified in Intercreditor Agreement.  The
Subordination Agent shall not have any duty or obligation to take or refrain from taking any action under, or in connection with,
this Agreement, except as expressly provided by the terms of this Agreement; and no implied duties or obligations shall be read
into this Agreement against the Subordination Agent. The Subordination Agent agrees that it will, in its individual capacity and
at its own cost and expense (but without any right of indemnity in respect of any such cost or expense) promptly take such action
as may be necessary to duly discharge all Liens on any of the Trust Accounts or any monies deposited therein that are attributable
to the Subordination Agent in its individual capacity and that are unrelated to the transaction contemplated hereby and by the
other Operative Agreements.


 


Section
5.04.         Notice from the Liquidity Providers and Trustees.  If
any Liquidity Provider or Trustee has notice of an Indenture Event of Default or a Triggering Event, such Person shall promptly
give notice thereof to all other Liquidity Providers and Trustees and to the Subordination Agent; provided, however,
that no such Person shall have any liability hereunder as a result of its failure to deliver any such notice.


 


ARTICLE
VI


 


THE
SUBORDINATION AGENT


 


Section
6.01.         Authorization; Acceptance of Trusts and Duties.  Each
of the Class A Trustee and the Class B Trustee hereby designates and appoints the Subordination Agent as the agent and
trustee of such Trustee under the applicable Liquidity Facility (if any) and authorizes the Subordination Agent to enter into
the applicable Liquidity Facility, as agent and trustee for such Trustee. Each of the Liquidity Providers and the Trustees hereby
designates and appoints the Subordination Agent as the Subordination Agent under this Agreement. WTC accepts the trusts and duties
hereby created and applicable to it and agrees to perform such duties, but only upon the terms of this Agreement and agrees to
receive, handle and disburse all monies received by it in accordance with the terms hereof. The Subordination Agent shall have
no liability hereunder except (a) for its own willful misconduct or negligence, (b) as provided in Section 2.02
and the last sentence of Section 5.03, (c) for liabilities that may result from the inaccuracy of any representation
or warranty of the Subordination Agent made in its individual capacity in any Operative Agreement and (d) as otherwise expressly
provided herein or in the other Operative Agreements.


 


Section
6.02.         Absence of Duties.  The
Subordination Agent shall have no duty to see to any recording or filing of this Agreement or any other document, or to see to
the maintenance of any such recording or filing.


 


Section
6.03.         No Representations or Warranties as to Documents.  The
Subordination Agent shall not be deemed to have made any representation or warranty as to the validity, legality or enforceability
of this Agreement or any other Operative Agreement or as to the correctness of any statement contained herein or therein (other
than the representations and warranties of the Subordination Agent made in its individual capacity under any Operative Agreement),
except that the Subordination Agent hereby represents and warrants that each of said specified documents to which it is a party
has been or will be duly executed and delivered by one of its officers who is and will be duly authorized to execute and deliver
such document on its behalf. The Certificateholders, the Trustees and the Liquidity Providers make no representation or warranty
hereunder whatsoever.


 




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Section
6.04.         No Segregation of Monies; No Interest.  Any
monies paid to or retained by the Subordination Agent pursuant to any provision hereof and not then required to be distributed
to any Trustee or any Liquidity Provider as provided in Articles II and III or deposited into one or more Trust
Accounts need not be segregated in any manner except to the extent required by such Articles II and III and
by law, and the Subordination Agent shall not (except as otherwise provided in Section 2.02) be liable for any interest
thereon; provided, however, that any payments received or applied hereunder by the Subordination Agent shall be
accounted for by the Subordination Agent so that any portion thereof paid or applied pursuant hereto shall be identifiable as
to the source thereof.


 


Section
6.05.         Reliance; Agents; Advice of Counsel.  The
Subordination Agent shall not incur any liability to anyone in acting upon any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it
to be signed by the proper party or parties. As to the Pool Balance of any Trust as of any date, the Subordination Agent may for
all purposes hereof rely on a certificate signed by any Responsible Officer of the applicable Trustee, and such certificate shall
constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance
thereon. As to any fact or matter relating to the Liquidity Providers or the Trustees the manner of ascertainment of which is
not specifically described herein, the Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible
Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or matter, and such certificate shall
constitute full protection to the Subordination Agent for any action taken or omitted to be taken by it in good faith in reliance
thereon. In the administration of the trusts hereunder, the Subordination Agent may (a) execute any of the trusts or powers
hereof and perform its powers and duties hereunder directly or through agents or attorneys and (b) consult with counsel,
accountants and other skilled Persons to be selected and retained by it. The Subordination Agent shall not be liable for anything
done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other
skilled Persons acting within such counsel’s, accountants’ or Person’s area of competence (so long as the Subordination
Agent shall have exercised reasonable care and judgment in selecting such Persons).


 


Section
6.06.         Capacity in Which Acting.  The
Subordination Agent acts hereunder solely as agent or trustee herein and not in its individual capacity, except as otherwise expressly
provided herein and in the Operative Agreements.


 


Section
6.07.         Compensation.  The
Subordination Agent shall be entitled to such compensation, including reasonable expenses and disbursements, for all services
rendered hereunder as LATAM and the Subordination Agent may agree from time to time in writing and shall have a priority claim
to the extent set forth in Article III on all monies collected hereunder for the payment of such compensation, to
the extent that such compensation shall not be paid by others. The Subordination Agent agrees that it shall have no right against
any Trustee or any Liquidity Provider for any fee as compensation for its services as agent under this Agreement. The provisions
of this Section 6.07 shall survive the termination of this Agreement.


 




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Section
6.08.         May Become Certificateholder.  The
institution acting as Subordination Agent hereunder may become a Certificateholder and have all rights and benefits of a Certificateholder
to the same extent as if it were not the institution acting as the Subordination Agent.


 


Section
6.09.         Subordination Agent Required; Eligibility.  There
shall at all times be a Subordination Agent hereunder that is a bank, trust company or other financial institution organized and
doing business under the laws of the United States or any state thereof and eligible to act as a trustee under Section 310(a)
of the Trust Indenture Act of 1939, as amended, and that has a combined capital and surplus of at least $75,000,000 (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 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 $75,000,000). If such bank, trust company
or other financial institution or such corporation publishes reports of condition 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 6.09 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 condition so
published.


 


In
case at any time the Subordination Agent shall cease to be eligible in accordance with the provisions of this Section 6.09,
the Subordination Agent shall resign immediately in the manner and with the effect specified in Section 7.01.


 


Section
6.10.         Money to Be Held in Trust.  All
Equipment Notes, monies and other property deposited with or held by the Subordination Agent pursuant to this Agreement shall
be held in trust for the benefit of the parties entitled to such Equipment Notes, monies and other property and the Subordination
Agent, in its individual capacity, hereby waives all rights of set-off and counterclaim with respect to all such property.


 


Section
6.11.         Notice of Substitution or Replacement of Airframe.
If the Subordination Agent, in its capacity as a holder of Equipment Notes issued under an Indenture, receives a notice of substitution
of a Substitute Airframe (as defined in such Indenture) pursuant to Section 7.04(e) of such Indenture or a notice of delivery
of a Replacement Airframe (as defined in such Indenture) pursuant to Section 7.05(a) of such Indenture, the Subordination Agent
shall promptly (i) provide a copy of such notice to each Trustee, each Liquidity Provider and each Rating Agency and (ii) on behalf
of each Trustee post such notice on DTC's Internet bulletin board or make such other commercially reasonable efforts as the Subordination
Agent may deem appropriate to make the contents of such notice available to all Certificateholders.


 




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ARTICLE
VII


 


SUCCESSOR
SUBORDINATION AGENT


 


Section
7.01.         Replacement of Subordination Agent; Appointment of Successor.  (a)
The Subordination Agent or any successor thereto must resign if at any time it fails to comply with Section 6.09
and may resign at any time without cause by giving 60 days’ prior written notice to LATAM, the Trustees and the Liquidity
Providers. The Controlling Party or LATAM (only so long as no Indenture Event of Default has occurred or is continuing) may remove
the Subordination Agent for cause by so notifying the Subordination Agent and may appoint a successor Subordination Agent. The
Controlling Party (or the party that would be the Controlling Party if an Indenture Event of Default had occurred) shall remove
the Subordination Agent if:


 


(1)         the
Subordination Agent fails to comply with Section 6.09;


 


(2)         the
Subordination Agent is adjudged bankrupt or insolvent or files a bankruptcy petition;


 


(3)         a
receiver of the Subordination Agent shall be appointed or any public officer shall take charge or control of the Subordination
Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation; or


 


(4)         the
Subordination Agent otherwise becomes incapable of acting.


 


If
the Subordination Agent resigns or is removed or if a vacancy exists in the office of Subordination Agent for any reason (the
Subordination Agent in such event being referred to herein as the retiring Subordination Agent), the Controlling Party (or the
party that would be the Controlling Party if an Indenture Event of Default had occurred) shall promptly appoint a successor Subordination
Agent. If a successor Subordination Agent shall not have been appointed within sixty (60) days after such notice of resignation
or removal, the retiring Subordination Agent, one or more of the Trustees or one or more of the Liquidity Providers may petition
any court of competent jurisdiction for the appointment of a successor Subordination Agent to act until such time, if any, as
a successor shall have been appointed as provided above.


 


A
successor Subordination Agent shall deliver (x) a written acceptance of its appointment as Subordination Agent hereunder
to the retiring Subordination Agent and (y) a written assumption of its obligations hereunder and under each Liquidity Facility
to each party hereto, upon which the resignation or removal of the retiring Subordination Agent shall become effective, and the
successor Subordination Agent shall have all the rights, powers and duties of the Subordination Agent under this Agreement. The
successor Subordination Agent shall mail a notice of its succession to LATAM, the Liquidity Providers and the Trustees. The retiring
Subordination Agent shall promptly transfer its rights under each of the Liquidity Facilities and all of the property and all
books and records, or true, complete and correct copies thereof, held by it as Subordination Agent to the successor Subordination
Agent.


 




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If
the Subordination Agent fails to comply with Section 6.09 (to the extent applicable), one or more of the Trustees
or one or more of the Liquidity Providers may petition a court of competent jurisdiction for the removal of the Subordination
Agent and the appointment of a successor Subordination Agent.


 


Notwithstanding
the foregoing, no resignation or removal of the Subordination Agent shall be effective unless and until a successor has been appointed.
No appointment of a successor Subordination Agent shall be effective unless and until the Rating Agencies shall have delivered
a Ratings Confirmation with respect to each Class of Certificates then rated by the Rating Agencies.


 


(b)          Any
corporation, bank, trust company or other financial institution into which the Subordination Agent may be merged or converted
or with which it may be consolidated, or any corporation, bank, trust company or other financial institution resulting from any
merger, conversion or consolidation to which the Subordination Agent shall be a party, or any corporation, bank, trust company
or other financial institution succeeding to all or substantially all of the corporate trust business of the Subordination Agent,
shall be the successor of the Subordination Agent hereunder, provided that such corporation, bank, trust company or other
financial institution shall be otherwise qualified and eligible under Section 6.09, without the execution or filing
of any paper or any further act on the part of any of the parties hereto, except that such corporation, bank, trust company or
other financial institution shall give prompt notice of such transaction to the Liquidity Providers and LATAM.


 


ARTICLE
VIII


 


SUPPLEMENTS
AND AMENDMENTS


 


Section
8.01.         Amendments, Waivers, Etc.  (a)
This Agreement may not be supplemented, amended or modified without the consent of each Trustee (acting, except in the case of
any amendment pursuant to Section 3.05(e)(v) or any amendment contemplated by the last sentence of this Section 8.01(a),
with the consent of holders of Outstanding Certificates of the related Class evidencing Fractional Undivided Interests in the
related Trust aggregating not less than a majority in interest in such Trust or as otherwise authorized pursuant to the relevant
Trust Agreement (including, without limitation, without the consent of the Certificateholders to the extent permitted thereby,
Section 9.01 thereof)), the Subordination Agent and each Liquidity Provider; provided, however, that
this Agreement may be supplemented, amended or modified without the consent of any Trustee or the Subordination Agent in order
(i) to cure any ambiguity or omission or to correct any mistake, (ii) to correct or supplement any provision, or (iii) to
make any other provision in regard to matters or questions arising hereunder that will not materially adversely affect the interests
of any Trustee or the holders of the related Class of Certificates, and without the consent of any Trustee or any Liquidity Provider
if such supplement, amendment or modification is in accordance with Section 8.01(c) or 8.01(d); provided,
further, however, that, if such supplement, amendment or modification (x) would directly or indirectly amend,
modify or supersede, or otherwise conflict with, Section 2.02(b), 3.05(c), 3.05(e), 3.05(f),
3.05(m), 4.01(a)(ii) or 4.01(c), this proviso of Section 8.01(a), the last sentence of Section 8.01(a),
Section 8.01(c), 8.01(d) or 9.06 (collectively, the “LATAM Provisions”), (y) would
otherwise adversely affect the interests of any potential Replacement Liquidity Provider or Replacement Depositary or of LATAM
with respect to LATAM’s ability to replace any Liquidity Facility or the Depositary or with respect to LATAM’s payment
obligations under any Operative Agreement or (z) is made pursuant to the last sentence of this Section 8.01(a) or
pursuant to Section 8.01(c) or pursuant to Section 8.01(d), then such supplement, amendment or modification
shall not be effective without the additional written consent of LATAM. Notwithstanding the foregoing, without the consent of
each Certificateholder affected thereby and each Liquidity Provider, no supplement, amendment or modification of this Agreement
may (i) reduce the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust necessary to
consent to modify or amend any provision of this Agreement or to waive compliance therewith or (ii), except as provided in this
Section 8.01(a), Section 8.01(c) or Section 8.01(d), modify Section 2.04, 3.02
or 3.03 hereof relating to the distribution of monies received by the Subordination Agent hereunder from the Equipment
Notes or pursuant to the Liquidity Facilities. Nothing contained in this Section 8.01(a) shall require the consent
of a Trustee at any time following the payment of Final Distributions with respect to the related Class of Certificates. If the
Replacement Liquidity Facility for any Liquidity Facility is to be comprised of more than one instrument as contemplated by the
definition of the term “Replacement Liquidity Facility”, then each party hereto agrees to amend this Agreement and
the other Operative Agreements to incorporate appropriate mechanics for multiple Liquidity Facilities for a single Trust.


 




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(b)          In
the event that the Subordination Agent, as the registered holder of any Equipment Notes, receives a request for the giving of
notice or its consent to any amendment, supplement, modification, approval, consent or waiver under such Equipment Notes, the
Indenture pursuant to which such Equipment Notes were issued, the related Participation Agreement, the related Lease, the related
Sublease, if applicable, the Note Purchase Agreement, any Pledge Agreement, the Call Option Agreements, the other Security Documents
or other related document, (i) if no Indenture Event of Default shall have occurred and be continuing with respect to such
Indenture, the Subordination Agent shall request directions with respect to each series of such Equipment Notes from the Trustee
of the Trust which holds such Equipment Notes and shall vote or consent in accordance with the directions of such Trustee and
(ii) if any Indenture Event of Default shall have occurred and be continuing with respect to such Indenture, the Subordination
Agent will exercise its voting rights as directed by the Controlling Party, subject to Sections 4.01 and 4.04.
Notwithstanding the foregoing, without the consent of each Liquidity Provider and each affected Certificateholder holding Certificates
representing a Fractional Undivided Interest in the Equipment Notes under the applicable Indenture held by the Subordination Agent,
no such amendment, supplement, modification, approval, consent or waiver shall (i) reduce the principal amount of, Premium,
if any, or interest on, any Equipment Note under such Indenture; (ii) change the date on which any principal amount of, Premium,
if any, or interest on any Equipment Note under such Indenture, is due or payable; (iii) create any Lien with respect to
the Collateral subject to such Indenture or other Security Document prior to or pari passu with the Lien thereon under
such Indenture or other Security Document except such as are permitted thereunder; provided that without the consent of
each Certificateholder, no such amendment, supplement, modification, approval, consent or waiver shall modify Section 3.03
or Section 9.01(b)(vi) of such Indenture or deprive any Certificateholder of the benefit of the Lien of such Indenture
or other Security Document on such Collateral, except as provided in connection with the exercise of remedies under Article IV
of such Indenture or as otherwise permitted by such Indenture or other Security Document; (iv) reduce, modify or amend the
scope of Secured Obligations under and as defined in any Security Document or modify the percentage of the outstanding principal
amount of the Equipment Notes under such Indenture the consent of whose holders is required for any supplemental agreement, or
the consent of whose holders is required for any waiver of compliance with certain provisions of such Indenture or of certain
defaults thereunder or their consequences provided for in such Indenture; (v) make any change in Section 4.05
or Section 9.01(b) of such Indenture, except to provide that certain other provisions of such Indenture cannot be
modified or waived without the consent of each holder of an Equipment Note under such Indenture affected thereby; or (vi) reduce
the amount or extend the time of payment of amounts payable pursuant to clauses 9(a) or 5(a) and (b) of any Lease or Rent or other
amount payable by LATAM pursuant to any Lease, in each case as set forth in such Lease, or modify, amend or supplement any Lease
or consent to any assignment of any Lease, in either case releasing LATAM from its obligations in respect of the payment of amounts
payable pursuant to clauses 9(a) or 5(a) and (b) of the Lease or Rent or other amount payable by LATAM pursuant to any Lease,
in each case as set forth in such Lease, or altering the absolute and unconditional character of the obligations of LATAM to pay
Rent as set forth in any Lease.


 




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(c)          If
Series B Equipment Notes (or Additional Equipment Notes), with respect to all of the Aircraft for which Series B Equipment Notes
(or, as the case may be, Additional Equipment Notes) are at the time outstanding, are redeemed and new Equipment Notes of corresponding
series are to be issued in accordance with the terms of Section 2.11(b) of each Indenture and Section 4(b)(iv) of the Note
Purchase Agreement, such series of new Equipment Notes (the “Refinancing Equipment Notes”) shall be issued
to a new pass through trust (a “Refinancing Trust”) that issues a class of pass through certificates (the “Refinancing
Certificates”) to certificateholders (the “Refinancing Certificateholders”) pursuant to a pass through
trust agreement (a “Refinancing Trust Agreement”) with a trustee (a “Refinancing Trustee”).
A Refinancing Trust, a Refinancing Trustee and the Refinancing Certificates shall be subject to all of the provisions of this
Agreement in the same manner as the Trust, the Trustee and the Certificates of the Class corresponding to the series of the refinanced
Equipment Notes, including, the subordination of the Refinancing Certificates to the extent provided herein to the Administration
Expenses, the Liquidity Obligations, the Class A Certificates and, if applicable, the Class B Certificates and, if applicable,
any previously issued class of Additional Certificates. Such issuance of Refinancing Equipment Notes and Refinancing Certificates
and the amendment of this Agreement as provided below shall require Ratings Confirmation with respect to each Class of Certificates
then rated by the Rating Agencies and shall not materially adversely affect any of the Trustees in their individual capacities
or any of the Liquidity Providers. This Agreement shall be amended by written agreement of LATAM and the Subordination Agent to
give effect to the issuance of any Refinancing Certificates subject to the following terms and conditions:


 


(i)          the
Refinancing Trustee shall be added as a party to this Agreement;


 


(ii)         the
definitions of “Certificate”, “Class”, “Class B Certificates”, “Final Legal Distribution
Date”, “Trust”, “Trust Agreement” and “Controlling Party” (and such other applicable
definitions) shall be revised, as appropriate, to reflect such issuance (and the subordination of the Refinancing Certificates
and the Refinancing Equipment Notes);


 




    	 	52	 



     


    

 


(iii)        the
Refinancing Certificates in respect of any Class B Certificates may have the benefit of credit support similar to the Liquidity
Facilities or different therefrom and claims for fees, interest, expenses, reimbursement of advances and other obligations arising
from such credit support may rank pari passu with similar claims in respect of the Liquidity Facilities; provided that,
in each case, Ratings Confirmation with respect to each Class of Certificates then rated by the Rating Agencies and the prior
written consent of the Liquidity Providers shall have been obtained.


 


(iv)        the
Refinancing Certificates cannot be issued to any Owner or LATAM but may be issued to any of LATAM’s Affiliates so long as
such Affiliate shall have bankruptcy remote and special purpose provisions in its certificate of incorporation or other organizational
documents and any subsequent transfer of the Refinancing Certificates to any Affiliate of LATAM shall be similarly restricted;
and


 


(v)         the
scheduled payment dates on the Refinancing Equipment Notes shall be the Regular Distribution Dates.


 


The
issuance of the Refinancing Certificates in compliance with all of the foregoing terms of this Section 8.01(c), shall not
require the consent of any of the Trustees or the holders of any Class of Certificates. Each of the Liquidity Providers hereby
agrees and confirms that it shall be deemed to consent to any issuance and amendment in accordance with this Section 8.01(c)
(subject to the Liquidity Providers’ consent right in Section 8.01(c)(iii)) and that any such issuance and amendment
shall not affect any of its respective obligations under the applicable Liquidity Facility.


 


(d)          Pursuant
to the terms of Section 2.02 of each Indenture and Section 4(b)(iv) of the Note Purchase Agreement, one or more additional series
of Equipment Notes (the “Additional Equipment Notes”), which shall be subordinated in right of payment to the
Series A Equipment Notes and the Series B Equipment Notes under such Indenture, may be issued at any time and from time to time.
If any series of Additional Equipment Notes are issued under any Indenture, each such series of Additional Equipment Notes shall
be issued to a new pass through trust (an “Additional Trust”) that issues a class of pass through certificates
(the “Additional Certificates”) to certificateholders (the “Additional Certificateholders”)
pursuant to a pass through trust agreement (an “Additional Trust Agreement”) with a trustee (an “Additional
Trustee”). In such case, this Agreement, including without limitation Sections 2.04, 3.01 and 3.02
hereof, shall be amended by written agreement of each Owner, LATAM and the Subordination Agent to provide for the subordination
of such series of Additional Certificates to, and to provide for distributions on the Additional Certificates after payment of,
the Administration Expenses, the Liquidity Obligations, the Class A Certificates, the Class B Certificates and, if applicable,
any other Additional Certificates that rank senior in right of payment to such Additional Certificates (subject to clause (iii)
below). Such issuance, and the amendment of this Agreement as provided below shall require Ratings Confirmation with respect
to each Class of Certificates then rated by the Rating Agencies and shall not materially adversely affect any of the Trustees
in their individual capacities or any of the Liquidity Providers. This Agreement shall be amended by written agreement of each
Owner, LATAM and the Subordination Agent to give effect to the issuance of any Additional Certificates subject to the following
terms and conditions:


 


(i)          the
Additional Trustee shall be added as a party to this Agreement;


 




    	 	53	 



     


    

  


(ii)         the
definitions of “Certificate”, “Class”, “Equipment Notes”, “Final Legal Distribution
Date”, “Trust”, “Trust Agreement”, and “Controlling Party” (and such other applicable
definitions) shall be revised, as appropriate, to reflect the issuance of the Additional Certificates (and the subordination thereof);


 


(iii)        Section
3.02 may be revised, with respect to any class of Additional Certificates, to provide for the distribution of “Adjusted
Interest” for such class of Additional Certificates (calculated in a manner substantially similar to the calculation of
Class B Adjusted Interest) after the Class B Adjusted Interest (and, if applicable, after any “Adjusted Interest”
for any Additional Certificates that rank senior in right of payment to such Additional Certificates) but before Expected Distributions
on the Class A Certificates, provided that such revision shall not adversely affect any Liquidity Provider (as determined
by such Liquidity Provider in its reasonable discretion);


 


(iv)        the
Additional Certificates will not have the benefit of a liquidity facility;


 


(v)         the
Additional Certificates may be rated by the Rating Agencies;


 


(vi)        Additional
Certificates cannot be issued to any Owner or LATAM but may be issued to any of LATAM’s Affiliates so long as such Affiliate
shall have bankruptcy remote and special purpose provisions in its certificate of incorporation or other organizational documents
and any subsequent transfer of the Additional Certificates to any Affiliate of LATAM or any Owner shall be similarly restricted;


 


(vii)       the
scheduled payment dates on such series of Additional Equipment Notes shall be the Regular Distribution Dates; and


 


(viii)      for
the avoidance of doubt and without limitation of the foregoing, in the event that any Additional Certificates are issued prior
to the Delivery Period Termination Date, the definitions of Deposit Agreement, Escrow and Paying Agent Agreement, Escrow Agent,
Escrow Receipts, Paying Agent, Paying Agent Account, Expected Distributions, Final Distributions and Pool Balance (and any other
applicable definition) and the related provisions hereof may be appropriately revised to reflect any applicable deposit and escrow
arrangement in relation to such Additional Certificates.


 


The
issuance of the Additional Certificates in compliance with all of the foregoing terms of this Section 8.01(d), shall not
require the consent of any of the Trustees or the holders of any Class of Certificates. Each of the Liquidity Providers hereby
agrees and confirms that it shall be deemed to consent to any issuance and amendment in accordance with this Section 8.01(d)
(subject to the Liquidity Providers’ consent right in Section 8.01(d)(iv)) and that any such issuance and amendment
shall not affect any of its obligations under the applicable Liquidity Facility. The Subordination Agent shall deliver to each
Trustee and each Liquidity Provider a copy of the amendments made to this Agreement and all opinions, certificates and other documents
delivered in connection with the issuance of any Additional Certificates.


 


Section
8.02.         Subordination Agent Protected.  If,
in the reasonable opinion of the institution acting as the Subordination Agent hereunder, any document required to be executed
by it pursuant to the terms of Section 8.01 adversely affects any right, duty, immunity or indemnity with respect
to such institution under this Agreement or any Liquidity Facility, the Subordination Agent may in its discretion decline to execute
such document.


 




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Section
8.03.         Effect of Supplemental Agreements.  Upon
the execution of any amendment, consent or supplement hereto pursuant to the provisions hereof, this Agreement shall be and shall
be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Agreement of the parties hereto and beneficiaries hereof shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such
supplemental agreement shall be and be deemed to be part of the terms and conditions of this Agreement for any and all purposes.
In executing or accepting any supplemental agreement permitted by this Article VIII, the Subordination Agent 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
8.04.         Notice to Rating Agencies.  Promptly
following its receipt of each amendment, consent, modification, supplement or waiver contemplated by this Article VIII,
the Subordination Agent shall send a copy thereof to each Rating Agency.


 


ARTICLE
IX


 


MISCELLANEOUS


 


Section
9.01.         Termination of Intercreditor Agreement.  Following
payment of Final Distributions with respect to each Class of Certificates and the payment in full of all Liquidity Obligations
to the Liquidity Providers and provided, that there shall then be no other amounts due to the Certificateholders, the Trustees,
the Liquidity Providers and the Subordination Agent hereunder or under the Trust Agreements, and that the commitment of the Liquidity
Providers under the Liquidity Facilities shall have expired or been terminated, this Agreement shall terminate and shall be of
no further force or effect. Except as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue
in full force and effect in accordance with the terms hereof.


 


Section
9.02.         Intercreditor Agreement for Benefit of Trustees, Liquidity Providers
and Subordination Agent.  Subject to the second sentence of Section 9.06
and the provisions of Section 4.04 and 8.01, nothing in this Agreement, whether express or implied, shall
be construed to give to any Person other than the Trustees, the Liquidity Providers and the Subordination Agent any legal or equitable
right, remedy or claim under or in respect of this Agreement.


 


Section
9.03.         Notices.  Unless
otherwise expressly specified or permitted by the terms hereof, all notices required or permitted under the terms and provisions
of this Agreement shall be in English and in writing, and any such notice may be given by United States 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 United States 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 such transmission was received),


 




    	 	55	 



     


    

  


if
to the Subordination Agent, to:


 


Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware 19890


Attention:Corporate
Trust Admin/Drew Davis


Reference:LATAM 2015-1
EETC


Telephone:302-636-6182


Facsimile:302-636-4140


E-mail: DHDavis@wilmingtontrust.com


 


if
to any Trustee, to:


 


Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware 19890


Attention:Corporate
Trust Admin/Drew Davis


Reference:LATAM 2015-1
EETC


Telephone:302-636-6182


Facsimile:302-636-4140


E-mail: DHDavis@wilmingtontrust.com


 


if
to the Liquidity Provider, to:


 


Natixis


1251 Avenue of the Americas


New York, NY 10020


Attention: Aviation Finance
Portfolio


Reference: LATAM 2015-1
EETC


Facsimile: 646-282-2321


 


Any
party, by notice to the other parties hereto, may designate additional or different addresses for subsequent notices or communications.
Whenever the words “notice” or “notify” or similar words are used herein, they mean the provision of formal
notice as set forth in this Section 9.03.


 


Section
9.04.         Severability.  To
the extent permitted by applicable law, 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
9.05.         No Oral Modifications or Continuing Waivers.  No
terms or provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing
signed by the party or other Person against whom enforcement of the change, waiver, discharge or termination is sought and any
other party or other Person whose consent is required pursuant to this Agreement and any waiver of the terms hereof shall be effective
only in the specific instance and for the specific purpose given.


 


Section
9.06.         Successors and Assigns.  All
covenants and agreements contained herein shall bind and inure to the benefit of, and be enforceable by, each of the parties hereto
and the successors and permitted assigns of each, all as herein provided. In addition, the LATAM Provisions shall inure to the
benefit of LATAM and its successors and permitted assigns, and (without limitation of the foregoing) LATAM is hereby constituted,
and agreed to be, an express third party beneficiary of the LATAM Provisions.


 


Section
9.07.         Headings.  The
headings of the various Articles and Sections herein and in the Table of Contents hereto are for convenience of reference only
and shall not define or limit any of the terms or provisions hereof.


 


Section
9.08.         Counterparts.  This
Agreement may be executed in any number of counterparts (and each party shall not be required to execute the same counterpart).
Each counterpart of this Agreement including a signature page or pages executed by each of the parties hereto shall be an original
counterpart of this Agreement, but all of such counterparts together constitute one instrument. The parties intend that faxed
signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all
parties. The original documents shall be promptly delivered, if requested.


 


Section
9.09.         Subordination.  (a)
As between the Liquidity Providers (and any additional liquidity providers in respect of any class of Refinancing Certificates
or any Additional Certificates), on the one hand, and the Trustees (and any Refinancing Trustees or an Additional Trustee) and
the Certificateholders (and any Refinancing Certificateholders or Additional Certificateholders), on the other hand, and as among
the Trustees (and any Refinancing Trustees or an Additional Trustee) and the related Certificateholders (and any Refinancing Certificateholders
or Additional Certificateholders) this Agreement shall be a subordination agreement for purposes of Section 510 of the Bankruptcy
Code.


 


(b)          Notwithstanding
the provisions of this Agreement, if prior to the payment in full to the Liquidity Providers of all Liquidity Obligations then
due and payable any party hereto shall have received any payment or distribution in respect of Equipment Notes or any other amount
under the Indentures or other Operative Agreements which, had the subordination provisions of this Agreement been properly applied
to such payment, distribution or other amount, would not have been distributed to such Person, then such payment, distribution
or other amount shall be received and held in trust by such Person and paid over or delivered to the Subordination Agent for application
as provided herein.


 




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(c)         If
any Trustee, any Liquidity Provider or the Subordination Agent receives any payment in respect of any obligations owing or amounts
distributable hereunder (or, in the case of the Liquidity Providers, in respect of the Liquidity Obligations), which is subsequently
invalidated, declared preferential, set aside and/or required to be repaid to a trustee, receiver or other party, then, to the
extent of such payment, such obligations or amounts (or, in the case of the Liquidity Providers, such Liquidity Obligations) intended
to be satisfied shall be revived and continue in full force and effect as if such payment had not been received.


 


(d)         The
Trustees (on behalf of themselves and the holders of Certificates), the Liquidity Providers and the Subordination Agent expressly
confirm and agree that the payment priorities and subordination specified in Articles II and III shall apply
in all circumstances, notwithstanding (x) the fact that the obligations owed to the Trustees are secured by certain assets
and the Liquidity Obligations may not be so secured or (y) the occurrence of a Lessee Bankruptcy Event or any similar event
or occurrence relating to any other Person (it being expressly agreed that the payment priorities and subordination specified
in Articles II and III shall apply whether or not a claim for post-petition or post-filing interest is allowed
in the proceedings resulting from such Lessee Bankruptcy Event or other event or occurrence). The Trustees expressly agree (on
behalf of themselves and the holders of Certificates) not to assert priority over the holders of Liquidity Obligations (except
as specifically set forth in Section 3.02) due to their status as secured creditors in any bankruptcy, insolvency
or other legal proceeding.


 


(e)         Each
of the Trustees (on behalf of themselves and the holders of Certificates), the Liquidity Providers and the Subordination Agent
may take any of the following actions without impairing its rights under this Agreement:


 


(i)          obtain
a Lien on any property to secure any amounts owing to it hereunder, including, in the case of the Liquidity Providers, the Liquidity
Obligations;


 


(ii)         obtain
the primary or secondary obligation of any other obligor with respect to any amounts owing to it hereunder, including, in the
case of the Liquidity Providers, any of the Liquidity Obligations;


 


(iii)        renew,
extend, increase, alter or exchange any amounts owing to it hereunder, including, in the case of the Liquidity Providers, any
of the Liquidity Obligations, or release or compromise any obligation of any obligor with respect thereto;


 


(iv)        refrain
from exercising any right or remedy, or delay in exercising any right or remedy, which it may have; or


 


(v)         take
any other action which might discharge a subordinated party or a surety under applicable law;


 


provided,
however, that the taking of any such actions by any of the Trustees, the Liquidity Providers or the Subordination Agent shall
not prejudice the rights or adversely affect the obligations of any other party under this Agreement.


 


Section
9.10.         Governing Law.  THIS
AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.


 




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Section
9.11.         Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.  (a)
Each of the parties hereto, to the extent it may do so under applicable law, for purposes hereof and of all other Operative Agreements
hereby (i) irrevocably submits itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in
the City of New York and to the non-exclusive jurisdiction of the United States District Court for the Southern District of New
York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any
of the transactions contemplated hereby brought by any party or parties hereto or thereto, or their successors or permitted assigns,
(ii) waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding,
that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper
or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by
such courts, (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage prepaid, to each party hereto at its address
set forth in Section 9.03 hereof, or at such other address of which the other parties shall have been notified pursuant
thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted
by law or shall limit the right to sue in any other jurisdiction.


 


(b)          EACH
OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP
THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common
law and statutory claims. Each of the parties warrants and represents that it has reviewed this waiver with its legal counsel,
and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THIS WAIVER IS IRREVOCABLE AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 


(c)          To
the extent that any Liquidity Provider or any of its properties has or may hereafter acquire any right of immunity, whether characterized
as sovereign immunity or otherwise, and whether under the United States Foreign Sovereign Immunities Act of 1976 (or any successor
legislation) or otherwise, from any legal proceedings, whether in the United States or elsewhere, to enforce or collect upon this
Agreement, including, without limitation, immunity from suit or service of process, immunity from jurisdiction or judgment of
any court or tribunal or execution of a judgment, or immunity of any of its property from attachment prior to any entry of judgment,
or from attachment in aid of execution upon a judgment, each of the Class A Liquidity Provider and the Class B Liquidity Provider,
hereby irrevocably and expressly waives any such immunity, and agrees not to assert any such right or claim in any such proceeding,
whether in the United States or elsewhere.


 




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Section
9.12.         Non-Petition. Each
Liquidity Provider covenants that until one year and one day after the Equipment Notes have been paid in full, it shall not acquiesce,
petition or otherwise invoke or cause or join in invoking or causing any Trust or any other Person to invoke the process of any
governmental authority for the purpose of commencing or sustaining a case (whether voluntary or not) against such Trust under
any bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of such Trust or any substantial part of its property or ordering the winding up or liquidation of the
affairs of such Trust.


 


[Remainder
of Page Intentionally Left Blank]


 




    	 	60	 



     


    

  


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly
authorized, as of the date first above written, and acknowledge that this Agreement has been made and delivered in the City of
New York, and this Agreement has become effective only upon such execution and delivery.


 


	 	WILMINGTON TRUST COMPANY, as Trustee for each of the Trusts
	 	 	 
	 	By:	/s/ Anita Roselli Woolery
	 	 	Name: Anita Roselli Woolery
	 	 	Title: Vice President
	 	 	 
	 	NATIXIS, ACTING THROUGH ITS NEW YORK BRANCH, as Class
    A Liquidity Provider and Class B Liquidity Provider
	 	 	 
	 	By:	/s/ Benoist de Vimal
	 	 	Name: Benoist de Vimal
	 	 	Title: Vice President
	 	 	 
	 	By:	/s/ Louis Douady
	 	 	Name: Louis Douady
	 	 	Title: Managing Director
	 	 	 
	 	WILMINGTON TRUST COMPANY, as Subordination Agent
	 	 	 
	 	By:	/s/ Anita Roselli Woolery
	 	 	Name: Anita Roselli Woolery
	 	 	Title: Vice President


 


[Signature
Page to Intercreditor Agreement]