EX-4.1





 CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT THAT IS MARKED BY [***] HAS BEEN OMITTED BECAUSE IT (I)
IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. 
 Exhibit 4.1 

EXECUTION VERSION 
 PASS THROUGH
TRUST AGREEMENT 
 Dated as of July 2, 2020 

among 
 ALASKA AIRLINES, INC.,

 HORIZON AIR INDUSTRIES, INC. 

and 
 U.S. BANK TRUST NATIONAL
ASSOCIATION 
 as Trustee 












 TABLE OF CONTENTS 

ARTICLE I 
 DEFINITIONS 

 

							
	 	  	 	  	Page	 
	 Section 1.01.
	  	Definitions	  	 	2	 
			
	 Section 1.02.
	  	Compliance Certificates and Opinions	  	 	12	 
			
	 Section 1.03.
	  	Form of Documents Delivered to Trustee	  	 	12	 
			
	 Section 1.04.
	  	Directions of Certificateholders	  	 	13	 

 ARTICLE II 

ORIGINAL ISSUANCE OF CERTIFICATES; 

ACQUISITION OF TRUST PROPERTY 
  

							
	 Section 2.01.
	  	Amount Unlimited; Issuable in Series	  	 	14	 
			
	 Section 2.02.
	  	Acquisition of Equipment Notes	  	 	17	 
			
	 Section 2.03.
	  	Acceptance by Trustee	  	 	19	 
			
	 Section 2.04.
	  	Limitation of Powers	  	 	19	 

 ARTICLE III 

THE CERTIFICATES 
  

							
	 Section 3.01.
	  	Form, Denomination and Execution of Certificates	  	 	19	 
			
	 Section 3.02.
	  	Authentication of Certificates	  	 	20	 
			
	 Section 3.03.
	  	Temporary Certificates	  	 	20	 
			
	 Section 3.04.
	  	Transfer and Exchange	  	 	21	 
			
	 Section 3.05.
	  	Book-Entry and Definitive Certificates	  	 	22	 
			
	 Section 3.06.
	  	Mutilated, Destroyed, Lost or Stolen Certificates	  	 	23	 
			
	 Section 3.07.
	  	Persons Deemed Owners	  	 	24	 
			
	 Section 3.08.
	  	Cancellation	  	 	24	 
			
	 Section 3.09.
	  	Limitation of Liability for Payments	  	 	24	 
			
	 Section 3.10.
	  	CUSIP Numbers	  	 	25	 

 ARTICLE IV 

DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS 
  

							
	 Section 4.01.
	  	Certificate Account and Special Payments Account	  	 	25	 
			
	 Section 4.02.
	  	Distributions from Certificate Account and Special Payments Account	  	 	26	 
			
	 Section 4.03.
	  	Statements to Certificateholders	  	 	27	 
			
	 Section 4.04.
	  	Investment of Special Payment Moneys	  	 	28	 


  
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 ARTICLE V 

THE AIRLINES 
  

							
	 Section 5.01.
	  	Maintenance of Corporate Existence	  	 	29	 
			
	 Section 5.02.
	  	Consolidation, Merger, Etc	  	 	29	 

 ARTICLE VI 

DEFAULT 
  

							
	 Section 6.01.
	  	Indenture Events of Default and Triggering Events	  	 	29	 
			
	 Section 6.02.
	  	Incidents of Sale of Equipment Notes	  	 	31	 
			
	 Section 6.03.
	  	Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit	  	 	32	 
			
	 Section 6.04.
	  	Control by Certificateholders	  	 	32	 
			
	 Section 6.05.
	  	Waiver of Past Defaults	  	 	33	 
			
	 Section 6.06.
	  	Right of Certificateholders to Receive Payments Not to Be Impaired	  	 	33	 
			
	 Section 6.07.
	  	Certificateholders May Not Bring Suit Except Under Certain Conditions	  	 	34	 
			
	 Section 6.08.
	  	Remedies Cumulative	  	 	34	 
			
	 Section 6.09.
	  	Discontinuance of Proceedings	  	 	34	 
			
	 Section 6.10.
	  	Undertaking for Costs	  	 	35	 

 ARTICLE VII 

THE TRUSTEE 
  

							
	 Section 7.01.
	  	Certain Duties and Responsibilities	  	 	35	 
			
	 Section 7.02.
	  	Notice of Defaults	  	 	36	 
			
	 Section 7.03.
	  	Certain Rights of Trustee	  	 	36	 
			
	 Section 7.04.
	  	Not Responsible for Recitals or Issuance of Certificates	  	 	37	 
			
	 Section 7.05.
	  	May Hold Certificates	  	 	37	 
			
	 Section 7.06.
	  	Money Held in Trust	  	 	38	 
			
	 Section 7.07.
	  	Compensation and Reimbursement	  	 	38	 
			
	 Section 7.08.
	  	Corporate Trustee Required; Eligibility	  	 	39	 
			
	 Section 7.09.
	  	Resignation and Removal; Appointment of Successor	  	 	39	 
			
	 Section 7.10.
	  	Acceptance of Appointment by Successor	  	 	41	 
			
	 Section 7.11.
	  	Merger, Conversion, Consolidation or Succession to Business	  	 	42	 
			
	 Section 7.12.
	  	Maintenance of Agencies	  	 	42	 
			
	 Section 7.13.
	  	Money for Certificate Payments to Be Held in Trust	  	 	43	 
			
	 Section 7.14.
	  	Registration of Equipment Notes in Trustee’s Name	  	 	44	 
			
	 Section 7.15.
	  	Representations and Warranties of Trustee	  	 	44	 
			
	 Section 7.16.
	  	Withholding Taxes; Information Reporting	  	 	45	 
			
	 Section 7.17.
	  	Trustee’s Liens	  	 	45	 
			
	 Section 7.18.
	  	Preferential Collection of Claims	  	 	45	 
			
	 Section 7.19.
	  	Capacity in Which Acting	  	 	46	 


  
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 ARTICLE VIII 

CERTIFICATEHOLDERS’ LISTS AND REPORTS BY TRUSTEE 
  

							
	 Section 8.01.
	  	The Company to Furnish Trustee with Names and Addresses of Certificateholders	  	 	46	 
			
	 Section 8.02.
	  	Preservation of Information; Communications to Certificateholders	  	 	46	 
			
	 Section 8.03.
	  	Reports by Trustee	  	 	46	 
			
	 Section 8.04.
	  	Reports by the Company	  	 	46	 

 ARTICLE IX 

SUPPLEMENTAL AGREEMENTS 
  

							
	 Section 9.01.
	  	Supplemental Agreements Without Consent of Certificateholders	  	 	47	 
			
	 Section 9.02.
	  	Supplemental Agreements with Consent of Certificateholders	  	 	49	 
			
	 Section 9.03.
	  	Documents Affecting Immunity or Indemnity	  	 	52	 
			
	 Section 9.04.
	  	Execution of Supplemental Agreements	  	 	52	 
			
	 Section 9.05.
	  	Effect of Supplemental Agreements	  	 	52	 
			
	 Section 9.06.
	  	Conformity with Trust Indenture Act	  	 	52	 
			
	 Section 9.07.
	  	Reference in Certificates to Supplemental Agreements	  	 	52	 

 ARTICLE X 

AMENDMENTS TO INDENTURES AND OTHER NOTE DOCUMENTS 
  

							
	 Section 10.01.
	  	Amendments and Supplements to Indentures and Other Note Documents	  	 	52	 

 ARTICLE XI 

TERMINATION OF TRUSTS 
  

							
	 Section 11.01.
	  	Termination of the Trusts	  	 	53	 

 ARTICLE XII 

MISCELLANEOUS PROVISIONS 
  

							
	 Section 12.01.
	  	Limitation on Rights of Certificateholders	  	 	54	 
			
	 Section 12.02.
	  	Certificates Nonassessable and Fully Paid	  	 	54	 
			
	 Section 12.03.
	  	Registration of Equipment Notes in Name of Subordination Agent	  	 	55	 
			
	 Section 12.04.
	  	Notices	  	 	55	 
			
	 Section 12.05.
	  	Governing Law	  	 	56	 
			
	 Section 12.06.
	  	Severability of Provisions	  	 	56	 
			
	 Section 12.07.
	  	Trust Indenture Act Controls	  	 	57	 
			
	 Section 12.08.
	  	Effect of Headings and Table of Contents	  	 	57	 
			
	 Section 12.09.
	  	Successors and Assigns	  	 	57	 
			
	 Section 12.10.
	  	Benefits of Agreement	  	 	57	 


  
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	 Section 12.11.
	  	Legal Holidays	  	 	57	 
	 Section 12.12.
	  	Counterparts	  	 	57	 
	 Section 12.13.
	  	Communication by Certificateholders with Other Certificateholders	  	 	57	 
	 Section 12.14.
	  	Normal Commercial Relations	  	 	58	 
	 Section 12.15.
	  	No Recourse Against Others	  	 	58	 

 Reconciliation and tie between Alaska Air Pass Through Trust Agreement, dated as of July 2, 2020 and the
Trust Indenture Act of 1939. This reconciliation does not constitute part of the Pass Through Trust Agreement. 
  

			
	 Trust Indenture Act of 1939 Section
	  	 Pass Through Trust Agreement Section

	 310(a)(1)
	  	7.08
	 (a)(2)
	  	7.08
	 312(a)
	  	7.12; 8.01; 8.02
	 313(a)
	  	8.03
	 313(b)
	  	8.03
	 314(a)(1)-(3)
	  	 8.04(a)-(c)

	 (a)(4)
	  	8.04(d)
	 (c)(1)
	  	1.02
	 (c)(2)
	  	1.02
	 (d)(1)
	  	1.02; 7.13; 11.01
	 (d)(2)
	  	1.02; 7.13; 11.01
	 (d)(3)
	  	1.02; 2.01
	 (e)
	  	1.02
	 315(b)
	  	7.02
	 315(c)
	  	7.01(b)
	 316(a)(last sentence)
	  	1.04(c)
	 (a)(1)(A)
	  	6.04
	 (a)(1)(B)
	  	6.05
	 (b)
	  	6.06
	 (c)
	  	1.04(d)
	 317(a)(1)
	  	6.03
	 (b)
	  	7.13
	 318(a)
	  	12.07


  
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 PASS THROUGH TRUST AGREEMENT 

This PASS THROUGH TRUST AGREEMENT, dated as of July 2, 2020 (this “Basic Agreement”), by and among ALASKA AIRLINES,
INC., an Alaska corporation (together with its successors and permitted assigns, “Alaska Airlines”), HORIZON AIR INDUSTRIES, INC., a Washington corporation (together with its successors and permitted assigns,
“Horizon”, and, together with Alaska Airlines, the “Airlines”, and each, an “Airline” ), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Trustee, is made with respect to
the formation from time to time of separate Alaska Air Pass Through Trusts, and the issuance from time to time of separate series of Pass Through Certificates representing fractional undivided interests in the respective Trusts. 

W I T N E S S E T H: 
 WHEREAS,
from time to time, one or more of the Airlines and the Trustee may enter into one or more Trust Supplements (this and certain other defined terms used herein are defined in Section 1.01) pursuant to which the Trustee shall declare the creation
of a separate Trust for the benefit of the Holders of the series of Certificates to be issued in respect of such Trust, and the initial Holders of the Certificates of such series, as the grantors of such Trust, by their respective acceptances of the
Certificates of such series, shall join in the creation of such Trust with the Trustee; 
 WHEREAS, all Certificates to be issued in respect
of each separate Trust will be issued as a separate series pursuant to this Agreement, will evidence fractional undivided interests in such Trust and will have no rights, benefits or interests in respect of any other separate Trust or the property
held therein, subject, however, to the provisions of any Intercreditor Agreement to which one or more Trustees with respect to one or more Trusts may be a party and to any provisions to the contrary in any applicable Trust Supplement; 

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

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

  
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 WHEREAS, this Agreement, as supplemented from time to time, is subject to the provisions of
the Trust Indenture Act and shall, to the extent applicable, be governed by such provisions; 
 NOW, THEREFORE, in consideration of the
mutual agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 

ARTICLE I 
 DEFINITIONS

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

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


  

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


  

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


  

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


  

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


  

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



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

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

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

“Aircraft”: Means one or more aircraft, including engines therefor, owned by or leased to any Airline, and securing one or
more Equipment Notes. 
 “Airline” or “Airlines”: Have the respective meanings specified in the
introductory paragraph of this Basic Agreement. 
 “Authorized Agent”: Means, with respect to the Certificates of any
series, any Paying Agent or Registrar for the Certificates of such series. 
 “Avoidable Tax”: Has the meaning specified in
Section 7.09(e). 
 “Basic Agreement”: Means this Pass Through Trust Agreement, as the same may from time to time be
supplemented, amended or modified, but does not include any Trust Supplement. 
 “Book-Entry Certificates”: Means, with
respect to the Certificates of any series, a beneficial interest in the Certificates of such series, ownership and transfers of which shall be made through book entries as described in Section 3.05. 

“Business Day”: Means, with respect to the Certificates of any series, any day other than a Saturday, a Sunday or a day on
which commercial banks are required or authorized to close in New York, New York, Seattle, Washington, or, so long as any Certificate of such series is outstanding, the city and state in which the Trustee or any related Loan Trustee maintains its
Corporate Trust Office or receives and disburses funds. 
 “Certificate”: Means any one of the certificates executed and
authenticated by the Trustee, substantially in the form specified in the relevant Trust Supplement. 
 “Certificate
Account”: Means, with respect to the Certificates of any series, the account or accounts created and maintained for such series pursuant to Section 4.01(a) and the related Trust Supplement. 

“Certificateholder” or “Holder”: Means, with respect to the Certificates of any series, a Person in whose
name a Certificate of such series is registered in the Register for Certificates of such series. 
 “Certificate Owner”:
Means, with respect to the Certificates of any series, for purposes of Section 3.05, a Person who owns a Book-Entry Certificate of such series. 

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

  
 3 













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

“Company”: With respect to any Trust or the related series of Certificates, means, collectively, each Airline that is a party
to the related Trust Supplement. 
 “Controlling Party”: Means, with respect to the Certificates of any series, the Person
entitled to act as such pursuant to the terms of the related Intercreditor Agreement. 
 “Corporate Trust Office”: Means,
with respect to the Trustee or any Loan Trustee, the office of such trustee in the city at which at any particular time its corporate trust business shall be principally administered. 

“Cut-off Date”: Means, with respect to the Certificates of any series, the date
designated as such in the Trust Supplement establishing such series. 
 “Definitive Certificates”: Has the meaning, with
respect to the Certificates of any series, specified in Section 3.05. 
 “Direction”: Has the meaning specified in
Section 1.04(a). 
 “Distribution Date”: Means any Regular Distribution Date, Special Distribution Date or Initial
Regular Distribution Date. 
 “Equipment Note”: Means, with respect to any Trust, any one of the notes, certificates or
instruments issued pursuant to any Indenture and described as “Equipment Notes” in, or on a schedule attached to, the Trust Supplement in respect of such Trust and to be held by the Trustee as part of such Trust, including any Equipment
Note (as so defined) issued under the applicable Indenture in replacement thereof or substitution therefor. 
 “ERISA”:
Means the Employee Retirement Income Security Act of 1974, as amended from time to time, or any successor federal statute. 

“Escrow Account”: Has the meaning, with respect to any Trust, specified in Section 2.01(b). 

“Escrowed Funds”: Has the meaning, with respect to any Trust, specified in Section 2.01(b). 

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

“Fractional Undivided Interest”: Means the fractional undivided interest in a Trust that is evidenced by a Certificate
relating to such Trust. 
 “Holder”: Has the meaning specified in the definition of “Certificateholder or
Holder”. 

  
 4 













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

“Indenture Event of Default”: Means, with respect to any Indenture, any Event of Default (as such term is defined in such
Indenture). 
 “Initial Regular Distribution Date”: Means, with respect to the Certificates of any series, the first
Regular Distribution Date on which a Scheduled Payment is to be made. 
 “Intercompany Guarantee”: Means, with respect to
the Certificates of any series, any guarantee by one Airline of the obligations of the other Airline under any Equipment Notes or any Leases related to Equipment Notes to be acquired and held in the Trust as to which the Certificates of such series
represent fractional undivided interests. 
 “Intercreditor Agreement”: Means (a) any agreement by and among
the Trustee, as trustee with respect to one or more Trusts, one or more Liquidity Providers, if applicable, and a Subordination Agent providing, among other things, for the distribution of payments made in respect of Equipment Notes held by such
Trusts, or (b) such other agreement or agreements designated as an “Intercreditor Agreement” in the Trust Supplement relating to any Trust. 

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

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

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

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

  
 5 













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

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

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

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

“Officer’s Certificate”: Means a certificate signed, (a) in the case of any Airline, by the Chairman or Vice
Chairman of the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, any Vice President or the Treasurer of such Airline or (b) in the case of the Trustee or an Owner
Trustee or a Loan Trustee, a Responsible Officer of the Trustee or such Owner Trustee or such Loan Trustee, as the case may be. 

“Opinion of Counsel”: Means a written opinion of legal counsel who (a) in the case of counsel for any Airline may
be (i) a senior attorney of such Airline one of whose principal duties is furnishing advice as to legal matters, (ii) Debevoise & Plimpton LLP or (iii) such other counsel designated by such Airline and
reasonably acceptable to the Trustee and (b) in the case of any Owner Trustee or any Loan Trustee, such counsel as they may designate, whether or not such counsel is an employee of any of them, and who shall be reasonably acceptable to
the Trustee. 
 “Outstanding”: When used with respect to Certificates of any series, means, as of the date of
determination, all Certificates of such series theretofore authenticated and delivered under this Agreement, except: 

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

  
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 (iii)    Certificates of such series in exchange for or
in lieu of which other Certificates of such series have been authenticated and delivered pursuant to this Agreement. 
 “Owner
Participant”: Means, with respect to any Equipment Note, the “Owner Participant”, if any, as referred to in the Indenture pursuant to which such Equipment Note is issued and any permitted successor or assign of such Owner
Participant; and “Owner Participants” at any time of determination means all of the Owner Participants thus referred to in the Indentures. 

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

“Parent”: Means Alaska Air Group, Inc., a Delaware corporation, and its successors and assigns. 

“Parent Guarantee”: Means, with respect to the Certificates of any series, a guarantee by the Parent of the obligations of
any Airline under any Equipment Notes or any Leases related to Equipment Notes to be acquired and held in the Trust as to which the Certificates of such series represent fractional undivided interests. 

“Pass Through Certificates”: Has the meaning specified in Section 2.01(a). 

“Paying Agent”: Means, with respect to the Certificates of any series, the paying agent maintained and appointed for the
Certificates of such series pursuant to Section 7.12. 
 “Permitted Investments”: Means obligations of the United
States of America or agencies or instrumentalities thereof for the payment of which the full faith and credit of the United States of America is pledged, maturing in not more than 60 days after the date of acquisition thereof or such lesser time as
is required for the distribution of any Special Payments on a Special Distribution Date. 
 “Person”: Means any person,
including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, trustee, unincorporated organization, or government or any agency or political subdivision thereof. 

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

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

“Postponed Notes”: Means, with respect to any Trust or the related series of Certificates, the Equipment Notes to be held in
such Trust as to which a Postponement Notice shall have been delivered pursuant to Section 2.02(b). 
 “Postponement
Notice”: Means, with respect to any Trust or the related series of Certificates, an Officer’s Certificate of the Company (i) requesting that the Trustee temporarily postpone purchase of the related Equipment Notes to a date
later than the Issuance Date of such series of Certificates, (ii) identifying the amount of the purchase price of each such Equipment Note and the aggregate purchase price for all such Equipment Notes, (iii) setting forth the
reasons for such postponement and (iv) with respect to each such Equipment Note, either (a) setting or resetting a new Transfer Date (which shall be on or prior to the applicable
Cut-off Date) for payment by the Trustee of such purchase price and issuance of the related Equipment Note (subject to subsequent change from time to time in accordance with the relevant Note Purchase
Agreement), or (b) indicating that such new Transfer Date (which shall be on or prior to the applicable Cut-off Date) will be set by subsequent written notice not less than one Business Day prior
to such new Transfer Date (subject to subsequent change from time to time in accordance with the relevant Note Purchase Agreement). 

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

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

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

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

“Register”: Has the meaning, with respect to the Certificates of any series, specified in Section 3.04. 

  
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 “Registrar”: Has the meaning, with respect to the Certificates of any
series, specified in Section 3.04 and includes the registrar appointed pursuant to Sections 3.04 and 7.12. 
 “Regular
Distribution Date”: Means, with respect to distributions of Scheduled Payments in respect of any series of Certificates, each date designated as such in this Agreement, until payment of all the Scheduled Payments to be made under the
Equipment Notes held in the Trust have been made or until such Equipment Notes have been redeemed or otherwise prepaid in full. 

“Request”: Means a request by the Company setting forth the subject matter of the request accompanied by an Officer’s
Certificate and an Opinion of Counsel as provided in Section 1.02 of this Basic Agreement. 
 “Responsible Officer”:
Means, with respect to any Trustee, any Loan Trustee and any Owner Trustee, any officer in the Corporate Trust Department or similar department of the Trustee, such Loan Trustee or such Owner Trustee, as the case may be, or any other officer
customarily performing functions similar to those performed by the persons who at the time shall be such officers or to whom any corporate trust matter is referred because of his knowledge of and familiarity with a particular subject. 

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

“SEC”: Means the Securities and Exchange Commission, as from time to time constituted or created under the Securities
Exchange Act of 1934, as amended, or, if at any time after the execution of this Basic Agreement such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such
date. 
 “Securities Act”: Means the Securities Act of 1933, as amended. 

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

  
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 “Special Distribution Date”: Means, with respect to the Certificates of any
series, each date on which a Special Payment is to be distributed as specified in this Agreement. 
 “Special Payment”:
Means, except to the extent otherwise provided in the applicable Trust Supplement, (i) any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note held in a Trust or the Collateral or Trust
Indenture Estate, as the case may be (in each case, as defined in each Indenture relating to such Trust), (ii) the amounts required to be distributed pursuant to the last paragraph of Section 2.02(b), or (iii) the amounts
required to be distributed pursuant to the penultimate paragraph of Section 2.02(b). 
 “Special Payments Account”:
Means, with respect to the Certificates of any series, the account or accounts created and maintained for such series pursuant to Section 4.01(b) and the related Trust Supplement. 

“Specified Investments”: Means, with respect to any Trust, unless otherwise specified in the related Trust Supplement,
(i) obligations of the United States Government or agencies thereof, or obligations guaranteed by the United States Government, (ii) open market commercial paper of any corporation incorporated under the laws of the United
States of America or any State thereof rated at least P-2 or its equivalent by Moody’s Investors Service, Inc. or at least A-2 or its equivalent by
Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (including the Trustee if such conditions are met), (iii) certificates of deposit issued by commercial banks organized under
the laws of the United States or of any political subdivision thereof having a combined capital and surplus in excess of $500,000,000 which banks or their holding companies have a rating of A or its equivalent by Moody’s Investors Service, Inc.
or A2 or its equivalent by Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (including the Trustee if such conditions are met); provided, however, that the aggregate amount at any
one time so invested in certificates of deposit issued by any one bank shall not exceed 5% of such bank’s capital and surplus, (iv) U.S. dollar denominated offshore certificates of deposit issued by, or offshore time deposits with,
any commercial bank described in clause (iii) above or any subsidiary thereof, and (v) repurchase agreements with any financial institution having combined capital and surplus of at least $500,000,000 (including the Trustee if such
conditions are met) with any of the obligations described in clauses (i) through (iv) as collateral; provided further that if all of the above investments are unavailable, the entire amounts to be invested may be used to purchase federal funds
from an entity described in clause (iii) above; and provided further that no investment shall be eligible as a “Specified Investment” unless the final maturity or date of return of such investment is on or before the Special
Distribution Date next following the Cut-off Date for such Trust by at least 15 days. The Trustee is hereby authorized, in making or disposing of any investment described herein, to deal with itself (in its
individual capacity) or with any one or more of its Affiliates, whether it or such Affiliate is acting as an agent of the Trustee or for any third person or dealing as principal for its own account. 

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

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

“Transfer Date”: Has the meaning, with respect to the Certificates of any series, assigned to that term or any of the terms
“Delivery Date”, “Funding Date” or “Closing Date” in any relevant Note Purchase Agreement, and in any event refers to any such date as it may be changed from time to time in accordance with the terms of such Note
Purchase Agreement. 
 “Triggering Event”: Has the meaning, with respect to the Certificates of any series, specified
therefor in the relevant Intercreditor Agreement. 
 “Trust”: Means, with respect to the Certificates of any series, the
separate trust created under this Agreement. 
 “Trust Indenture Act”: Except as otherwise provided in Section 9.06,
means, with respect to any particular Trust, the Trust Indenture Act of 1939, as amended and in force at the date as of which the related Trust Supplement was executed. 

“Trust Property”: Means, with respect to any Trust, except to the extent otherwise provided in the applicable Trust
Supplement, (i) subject to any related Intercreditor Agreement, the Equipment Notes held as the property of such Trust, all monies at any time paid thereon and all monies due and to become due thereunder, (ii) debt
instruments issued by the Company or the Parent in accordance with the first paragraph of Section 2.02(b), (iii) funds from time to time deposited in the related Escrow Account, the related Certificate Account and the related Special
Payments Account and, subject to any related Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant to Article VI hereof of any Equipment Note referred to in clause (i) above, (iv) all rights of such Trust
and the Trustee, on behalf of the Trust, under any Intercreditor Agreement or Liquidity Facility, including, without limitation, all rights to receive all monies and other property payable thereunder, and (v) all monies or other property
receivable under any Intercreditor Agreement or Liquidity Facility for such Trust. 
 “Trust Supplement”: Means an
agreement supplemental hereto pursuant to which (i) a separate Trust is created for the benefit of the Holders of the Certificates of a series, (ii) the issuance of the Certificates of such series representing fractional
undivided interests in such Trust is authorized and (iii) the terms of the Certificates of such series are established, as such agreement may from time to time be supplemented, amended or otherwise modified. 

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

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

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

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


  

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


  

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


  

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


 Section 1.03.    Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters and any such Person may certify or give an opinion as to such matters in one or
several documents. 
 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates,
statements, opinions or other instruments under this Basic Agreement or, in respect of the Certificates of any series, this Agreement, they may, but need not, be consolidated and form one instrument. 

  
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 Section 1.04.    Directions of Certificateholders. 

(a)    Any direction, consent, request, demand, authorization, notice, waiver or other action provided by this Agreement
or in respect of the Certificates of any series to be given or taken by Certificateholders (a “Direction”) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders
in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, when it is expressly required
pursuant to this Agreement, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Certificateholders signing
such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent or proxy shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Company and the related
Loan Trustee, if made in the manner provided in this Section 1.04. 
 (b)    The fact and date of the execution by
any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer, and where such execution is by an officer of a corporation or association or a member of a
partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. 

(c)    In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of
any series Outstanding have given any Direction under this Agreement, Certificates owned by the Company, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be
Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Certificates which the Trustee knows to be so owned shall be so disregarded. Notwithstanding the
foregoing, (i) if any such Person owns 100% of the Certificates of any series Outstanding, such Certificates shall not be so disregarded, and (ii) if any amount of Certificates of any series owned by any such Person have been
pledged in good faith, such Certificates shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Certificates and that the pledgee is not the Company, any related
Owner Trustee, any related Owner Participant or any Affiliate of any such Person. 
 (d)    The Company may, at its
option, by delivery of an Officer’s Certificate to the Trustee, set a record date to determine the Certificateholders in respect of the Certificates of any series entitled to give any Direction. Notwithstanding Section 316(c) of the Trust
Indenture Act, such record date shall be the record date specified in such Officer’s Certificate, which shall be a date not more than 30 days prior to the first solicitation of Certificateholders of the applicable series in connection
therewith. If such a record date is fixed, such Direction may be given before 

  
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or after such record date, but only the Certificateholders of record of the applicable series at the close of business on such record date shall be deemed to be Certificateholders for the
purposes of determining whether Certificateholders of the requisite proportion of Outstanding Certificates of such series have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Certificates of such series
shall be computed as of such record date; provided, however, that no such Direction by the Certificateholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Agreement not later than
one year after such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be deemed cancelled and of no effect). 
 (e)    Any
Direction by the Holder of any Certificate shall bind the Holder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such Direction is made upon such Certificate. 

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

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

ARTICLE II 
  ORIGINAL
ISSUANCE OF CERTIFICATES; 
 ACQUISITION OF TRUST PROPERTY 

Section 2.01.    Amount Unlimited; Issuable in Series. 

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

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

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


  

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


  

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


  

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


  

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



 

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



 

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


  

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


  

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


  

	 	(10)	 the specific form of the Certificates of such series (including the interest rate applicable thereto) and
whether or not Certificates of such series are to be issued as Book-Entry Certificates and, if such Certificates are to be Book-Entry Certificates, the form of Letter of Representations, if any (or, in the case of any Certificates denominated or
payable in a currency other than United States dollars and if other than as provided in Section 3.05, whether and the circumstances under which beneficial owners of interests in such Certificates in permanent global form may exchange such
interests for Certificates of such series and of like tenor of any authorized form and denomination); 



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


  

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


  

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



 

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


  

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


  

	 	(16)	 whether such series will have the benefit of a Liquidity Facility or any interest rate swap, interest rate cap,
option, forward contract or other derivative contract or other form of credit enhancement and, if so, any terms appropriate thereto; 


  

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


  

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


  

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


  

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



  

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



  
 16 














	 	(22)	 whether the Parent will guarantee the obligations of the Company under any Equipment Notes or any Leases
related to Equipment Notes to be acquired and held in the Trust formed by such Trust Supplement and, if so, the specific form of such Parent Guarantee and a statement that the Parent shall be an “obligor” as such term is defined in and
solely for purposes of the Trust Indenture Act and shall be required to comply with those provisions of this Agreement compliance with which is required by an “obligor” under the Trust Indenture Act; and 



 

	 	(23)	 whether the Note Documents will include one or more Intercompany Guarantees and, if so, the specific form of
any such Intercompany Guarantee. 


 (c)    At any time and from time to time after the execution and
delivery of this Basic Agreement and a Trust Supplement forming a Trust and establishing the terms of Certificates of a series, Certificates of such series shall be executed, authenticated and delivered by the Trustee to the Person or Persons
specified by the Company upon request of the Company and upon satisfaction or waiver of any conditions precedent set forth in such Trust Supplement or in any other document to which a Trustee is a party relating to the issuance of the Certificates
of such series. 
 Section 2.02.    Acquisition of Equipment Notes. Unless otherwise specified in the
related Trust Supplement: 
 (a)    On or prior to the Issuance Date of the Certificates of a series, the Trustee shall
execute and deliver the related Note Purchase Agreements in the form delivered to the Trustee by the Company. Unless otherwise specified in the related Trust Supplement, the Trustee shall issue and sell such Certificates, in authorized denominations
and in such Fractional Undivided Interests, so as to result in the receipt of consideration in an amount equal to the aggregate purchase price of the Equipment Notes contemplated to be purchased by the Trustee under the related Note Purchase
Agreements and, concurrently therewith (unless the Company shall have delivered to the Trustee the Postponement Notice relating to one or more Postponed Notes pursuant to Subsection (b) below), the Trustee shall purchase, pursuant to the terms
and conditions of the Note Purchase Agreements, such Equipment Notes (except Postponed Notes, if any)(or other notes) at a purchase price equal to the amount of such consideration so received. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06
hereof, the Trustee shall not execute, authenticate or deliver Certificates of such series in excess of the aggregate amount specified in this paragraph. The provisions of this Subsection (a) are subject to the provisions of Subsection
(b) below. 
 (b)    If on or prior to the Issuance Date with respect to a series of Certificates the Company shall
deliver to the Trustee a Postponement Notice relating to one or more Postponed Notes, the Trustee shall postpone the purchase of such Postponed Notes and shall deposit into an escrow account (as to the related Trust, the “Escrow
Account”) to be maintained as part of the related Trust an amount equal to the purchase price of such Postponed Notes (the “Escrowed Funds”). The portion of the Escrowed Funds so deposited with respect to any
particular Postponed Notes shall be invested (a) by the Trustee at the direction and risk of, and for the benefit of, the Responsible Party in Specified Investments or (b) if provided in the Trust Supplement relating to such
series of Certificates and subject to the terms and conditions set 

  
 17 













 
forth therein, in debt instruments of the Company or the Parent, in each case (i) maturing no later than any scheduled Transfer Date relating to such Postponed Notes, or
(ii) if no such Transfer Date has been scheduled, maturing on the next Business Day, or (iii) if subsequent to the giving of the applicable Postponement Notice the Company has given notice to the Trustee that such Postponed
Notes will not be issued, maturing on the next applicable Special Distribution Date, if such investments are reasonably available for purchase. The Trustee shall make withdrawals from the Escrow Account only as provided in this Agreement. Upon
request of the Company on one or more occasions and the satisfaction or waiver of the closing conditions specified in the applicable Note Purchase Agreements on or prior to the related Cut-off Date, the
Trustee shall purchase the applicable Postponed Notes, on the terms specified in such Note Purchase Agreements, with the Escrowed Funds withdrawn from the Escrow Account. 

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

Subject to the provisions of the Intercreditor Agreement, any earnings on Specified Investments received from time to time by the Trustee
shall be promptly distributed to the Responsible Party. The Responsible Party shall pay to the Trustee for deposit to the relevant Escrow Account an amount equal to any net losses on any Specified Investments made at its direction and risk as
incurred. On any Regular Distribution Date in respect of the Certificates of any series occurring prior to the date of purchase of any Postponed Notes by the Trustee, the Responsible Party will pay (in immediately available funds) to the Trustee an
amount equal to the interest that would have accrued on such Postponed Notes if such Postponed Notes had been purchased on the later of the Issuance Date or the previous Regular Distribution Date in respect of the Certificates of such series to, but
not including, such Regular Distribution Date. On the first Regular Distribution Date in respect of the Certificates of any series following the purchase of any Postponed Notes by the Trustee, the Responsible Party will pay (in immediately available
funds) to the Trustee an amount equal to the interest that would have accrued on such Postponed Notes if such Postponed Notes had been purchased on the later of the Issuance Date or the previous Regular Distribution Date in respect of the
Certificates of such series to, but not including, the date of the purchase of such Postponed Notes by the Trustee. 
 If, in respect of the
Certificates of any series, the Company notifies the Trustee prior to the Cut-off Date that any Postponed Notes will not be issued on or prior to the Cut-off Date for
any reason, on the next Special Distribution Date for such Certificates occurring not less than 15 days following the date of such notice, (i) the Responsible Party shall pay (in immediately available funds) to the Trustee for deposit in
the related Special Payments Account, an amount equal to the interest that would have accrued on the Postponed Notes designated in such notice from the later of the Issuance Date or the previous Regular Distribution Date in respect of the
Certificates of such series to, but not including, such Special Distribution Date and (ii) the Trustee shall transfer an amount equal to that amount of Escrowed Funds that would have been used to purchase the Postponed Notes designated
in such notice and the amount paid by the Responsible Party pursuant to the immediately preceding clause (i) to the related Special Payments Account for distribution as a Special Payment in accordance with the provisions hereof. 

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

Section 2.03.    Acceptance by Trustee. The Trustee, by the execution and delivery of a Trust Supplement
creating a Trust and establishing a series of Certificates, shall acknowledge its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 2.02 hereof and the related Note Purchase Agreements
and shall declare that the Trustee holds and will hold such right, title and interest for the benefit of all then present and future Certificateholders of such series, upon the trusts herein and in such Trust Supplement set forth. By the acceptance
of each Certificate of such series issued to it under this Agreement, each initial Holder of such series as grantor of such Trust shall thereby join in the creation and declaration of such Trust. No Certificateholder of any series shall have legal
title to any part of the Trust Property of the related Trust. 
 Section 2.04.    Limitation of Powers. Each
Trust shall be constituted solely for the purpose of making the investment in the Equipment Notes provided for in the related Trust Supplement, and, except as set forth herein or in such related Trust Supplement, the Trustee shall not be authorized
or empowered to acquire any other investments or engage in any other activities. Except to the extent otherwise provided in the applicable Trust Supplement, the Trustee shall not be authorized or empowered to do anything that would cause such Trust
to fail to qualify as a “grantor trust” for federal income tax purposes (including as subject to this restriction, acquiring any Aircraft (as defined in the related Indentures) by bidding such Equipment Notes or otherwise, or taking any
action with respect to any such Aircraft once acquired). 
 ARTICLE III 

THE CERTIFICATES 

Section 3.01.    Form, Denomination and Execution of Certificates. Except to the extent otherwise specified in
the applicable Trust Supplement, the Certificates of each series shall be issued in fully registered form without coupons and shall be substantially in the form specified in such Trust Supplement, with such omissions, variations and insertions as
are permitted by this 

  
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Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable laws, rules,
regulations or the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be determined by the Trustee or the officers executing such Certificates,
as evidenced by the Trustee’s or such officers’ execution of the Certificates. 
 Except as provided in Section 3.05, the
definitive Certificates of such series shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the
Certificates may be listed, all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. 

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

Section 3.02.    Authentication of Certificates. 

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

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

Section 3.03.    Temporary Certificates. Until definitive Certificates are ready for delivery, the Trustee
shall execute, authenticate and deliver temporary Certificates of each series. Temporary Certificates of each series shall be substantially in the form of definitive Certificates of such series but may have insertions, substitutions, omissions and
other variations determined to be appropriate by the officers executing the temporary Certificates of such series, as evidenced by their execution of such temporary Certificates. If temporary Certificates of any series are issued, the Trustee will
cause definitive Certificates of such series to be prepared without 

  
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unreasonable delay. After the preparation of definitive Certificates of such series, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of such temporary
Certificates at the Corporate Trust Office or the office or agency of the Trustee designated for such purpose pursuant to Section 7.12, without charge to the Certificateholder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute, authenticate and deliver in exchange therefor a like face amount of definitive Certificates of like series, in authorized denominations and of a like Fractional Undivided Interest. Until so exchanged, such
temporary Certificates shall be entitled to the same benefits under this Agreement as definitive Certificates of such series. 

Section 3.04.    Transfer and Exchange. The Trustee shall cause to be kept at the office or agency to be
maintained by it in accordance with the provisions of Section 7.12 a register (the “Register”) for each series of Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for
the registration of Certificates of such series and of transfers and exchanges of such Certificates as herein provided. The Trustee shall initially be the registrar (the “Registrar”) for the purpose of registering such Certificates
of each series and transfers and exchanges of such Certificates as herein provided. 
 All Certificates issued upon any registration of
transfer or exchange of Certificates of any series shall be valid obligations of the applicable Trust, evidencing the same interest therein, and entitled to the same benefits under this Agreement, as the Certificates of such series surrendered upon
such registration of transfer or exchange. 
 Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office
or such other office or agency, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of like series, in authorized denominations of a like aggregate Fractional
Undivided Interest. 
 At the option of a Certificateholder, Certificates may be exchanged for other Certificates of like series, in
authorized denominations and of a like aggregate Fractional Undivided Interest, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate and deliver the Certificates that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by the Certificateholder thereof or its attorney duly authorized in writing. 

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

  
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 Section 3.05.    Book-Entry and Definitive Certificates.

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

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



 

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


  

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



 

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



 

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


  

	 	(6)	 whenever this Agreement requires or permits actions to be taken based upon instructions or directions of
Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent
that it has received instructions to such effect from Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has




  
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delivered such instructions to the Trustee. None of the Company, the Parent or the Trustee or any agent of any of them shall have any obligation to determine whether the Clearing Agency has in
fact received any such instructions. 

 (b)    Whenever notice or other communication to the
Certificateholders of a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be
given to Certificateholders of such series to the Clearing Agency. 
 (c)    Except as otherwise provided in the related
Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to each series of Certificates and fulfill its responsibilities thereunder. 

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

(e)    The provisions of this Section 3.05 may be made inapplicable to any series or may be amended with respect to
any series in the related Trust Supplement. 
 Section 3.06.    Mutilated, Destroyed, Lost or Stolen
Certificates. If (i) any mutilated Certificate is surrendered to the Registrar, or the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to
the Registrar and the Trustee such security, indemnity or bond as may be required by them to save each of them and the Company harmless, then, in the absence of notice to the Registrar or the Trustee that such destroyed, lost or stolen Certificate
has been acquired by a protected purchaser (within the meaning of Article 8 of the Uniform Commercial Code in effect in any applicable jurisdiction), 

  
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and provided that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates of like series, in authorized denominations and of like Fractional Undivided Interest and
bearing a number not contemporaneously outstanding. 
 In connection with the issuance of any new Certificate under this Section 3.06,
the Trustee shall require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Registrar) connected
therewith. 
 Any duplicate Certificate issued pursuant to this Section 3.06 shall constitute conclusive evidence of the appropriate
Fractional Undivided Interest in the related Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. 

The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Certificates. 
 Section 3.07.    Persons
Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Company, the Trustee, the Registrar and any Paying Agent shall deem and treat the Person in whose name any Certificate is registered (as of the day of
determination) on the Register as the owner of such Certificate and the Certificateholder for the purpose of receiving distributions pursuant to Article IV and for all other purposes whatsoever, and none of the Company, the Trustee, the
Registrar or any Paying Agent shall be affected by any notice to the contrary. All payments or distributions made to any such Person shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for
moneys payable on any such Certificate. 
 Unless otherwise provided with respect to any Certificates pursuant to Section 2.01(b), the
Company, the Parent, any other obligor upon any Certificates and any Affiliate of any thereof may acquire, tender for, purchase, own, hold, become the pledgee of and otherwise deal with any Certificates. 

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

 Section 3.09.    Limitation of Liability for Payments. All payments and distributions made to
Certificateholders of any series in respect of the Certificates of such series shall be made only from the Trust Property of the related Trust and only to the extent that the Trustee shall have sufficient income or proceeds from such Trust Property
to make such payments in 

  
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accordance with the terms of Article IV of this Agreement. The Certificates do not represent indebtedness of the related Trusts, and references herein or in any Trust Supplement to interest
accruing on any Certificates are intended for purposes of computation only. Each Certificateholder, by its acceptance of a Certificate, agrees that it will look solely to the income and proceeds from the Trust Property of the related Trust for any
payment or distribution due to such Certificateholder pursuant to the terms of this Agreement and that it will not have any recourse to the Airlines, the Parent, the Trustee, the Loan Trustees, any Owner Trustee or any Owner Participant except as
otherwise expressly provided in this Agreement, in any Note Document or in any related Intercreditor Agreement. 
 The Airlines are a party
to this Agreement solely for purposes of meeting the requirements of the Trust Indenture Act, and therefore shall not have any right, obligation or liability hereunder, or under the terms of any Trust Supplement or any Certificates (except as
otherwise expressly provided herein or therein). 
 Section 3.10.    CUSIP Numbers. The Certificates may
include “CUSIP” numbers (if then generally in use), and if so, the Trustee may use the CUSIP numbers in notices in respect of the Certificates; provided, however, that any such notice may state that no representation is made as to the
correctness or accuracy of the CUSIP number printed in the notice or on the Certificates, that reliance may be placed only on the other identification numbers printed on the Certificates, and any such notice shall not be affected by any defect or
omission of such CUSIP numbers. 
 ARTICLE IV 

DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS 

Section 4.01.    Certificate Account and Special Payments Account. 

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

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

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

Section 4.02.    Distributions from Certificate Account and Special Payments Account. 

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

(b)    Subject to the provisions of any Intercreditor Agreement, on each Special Distribution Date with respect to any
Special Payment with respect to a series of Certificates or as soon thereafter as the Trustee has confirmed receipt of any Special Payments due on the Equipment Notes held in the related Trust or realized upon the sale of such Equipment Notes, the
Trustee shall distribute out of the applicable Special Payments Account the entire amount of such applicable Special Payment deposited therein pursuant to Section 4.01(b). There shall be so distributed to each Certificateholder of record of
such series on the Record Date with respect to such Special Distribution Date (other than as provided in Section 11.01 concerning the final distribution) by check mailed to such Certificateholder, at the address appearing in the Register, such
Certificateholder’s pro rata share (based on the aggregate Fractional Undivided Interest in the related Trust held by such Certificateholder) of the total amount in the applicable Special Payments Account on account of such Special Payment,
except that, with respect to Certificates registered on the Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer in immediately available funds to the account designated by such Clearing
Agency (or such nominee). 
 (c)    The Trustee shall, at the expense of the Company, cause notice of each Special
Payment with respect to a series of Certificates to be mailed to each Certificateholder of such series at his address as it appears in the Register. Subject to the provisions of any Intercreditor Agreement: (i) in the event of redemption
or purchase of Equipment Notes held in the related Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for 

  
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the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; (ii) in the event that the Trustee
receives a notice from the Company pursuant to Section 2.02(b) that Postponed Notes will not be purchased by the Trustee, such notice of Special Payment shall be mailed as soon as practicable after receipt of such notice from the Company and
shall state the Special Distribution Date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter; (iii) in the event
that any Special Payment is to be made pursuant to the last paragraph of Section 2.02(b), such notice of Special Payment shall be mailed on the Cut-off Date (or, if such mailing on the Cut-off Date is not practicable, as soon as practicable after the Cut-off Date) and shall state the Special Distribution Date for such Special Payment, which shall occur 15
days after the date of such notice of Special Payment or (if such 15th day is not practicable) as soon as practicable thereafter; and (iv) in the case of any other Special Payments, such notice of Special Payment shall be mailed as soon
as practicable after the Trustee has confirmed that it has received funds for such Special Payment and shall state the Special Distribution Date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or
(if such 15th day is not practicable) as soon as practicable thereafter. Notices mailed by the Trustee as provided in the paragraphs above shall set forth: 

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

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

(iii)    the reason for the Special Payment; and 

(iv)    if the Special Distribution Date is the same date as a Regular Distribution Date for the Certificates of such
series, the total amount to be received on such date for each $1,000 face amount Certificate. 
 If the amount of premium, if any, payable
upon the redemption or purchase of an Equipment Note has not been calculated at the time that the Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any
premium received will also be distributed. 
 If any redemption or purchase of the Equipment Notes held in any Trust is cancelled, the
Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to each Certificateholder of the related series at its address as it appears on the Register. 

Section 4.03.    Statements to Certificateholders. 

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

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

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

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

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

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

  
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 ARTICLE V 

THE AIRLINES 

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

Section 5.02.    Consolidation, Merger, Etc. 

(a)    Each Airline shall not consolidate with or merge into any other Person under circumstances where such Airline is not
the surviving Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which such Airline is merged or the Person that acquires by conveyance, transfer or
lease substantially all of the assets of such Airline as an entirety shall be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia, and such Person shall execute and deliver
to the Trustee an agreement in form and substance reasonably satisfactory to the Trustee containing an assumption by such successor Person of the due and punctual performance and observance of each covenant and condition of this Agreement. 

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

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

ARTICLE VI 
 DEFAULT

 Section 6.01.    Indenture Events of Default and Triggering Events. 

(a)    If in respect of any Trust, any Indenture Event of Default shall occur and be continuing, then, and in each and
every case, so long as such Indenture Event of Default shall be continuing, and subject to the provisions of any Intercreditor Agreement, the Trustee may vote all of the Equipment Notes issued under the related Indenture and held in such Trust, and,
upon the Direction of the Certificateholders holding Certificates evidencing Fractional Undivided Interests in such Trust aggregating not less than a majority in interest in such Trust, the Trustee shall vote not less than a corresponding majority
in interest of such Equipment Notes in favor of 

  
 29 













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

(c)    If an Intercreditor Agreement is applicable, upon the occurrence and during the continuation of any Indenture Event
of Default under any Indenture, the Trustee may, to the extent it is the Controlling Party at such time (as determined pursuant to the related Intercreditor Agreement), direct the exercise of remedies as provided in such related Intercreditor
Agreement. 
 (d)    If an Intercreditor Agreement is applicable, by acceptance of its Certificate, each
Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, each Certificateholder of Certificates of certain series (each, a “Potential Purchaser” and, collectively, the
“Potential Purchasers”) may have certain rights to purchase the Certificates of one or more other series, all as set forth in the Trust Supplement applicable to the Certificates held by such Potential Purchaser. The purchase price
with respect to the Certificates of any series, and the procedure for such purchase, shall be specified in such Trust Supplement or the applicable Intercreditor Agreement. By acceptance of its Certificate, each Certificateholder (each, a
“Selling Certificateholder” and, collectively, the “Selling Certificateholders”) of a series that is subject to purchase by Potential Purchasers, all as set forth in the Trust Supplement applicable to the
Certificates held by the Selling Certificateholders, agrees that, at any time after the occurrence and during the continuance of a Triggering Event, it will, upon payment of the applicable purchase price by one or more Potential Purchasers (upon
such purchase, a “Purchasing Certificateholder”), forthwith sell, assign, transfer and convey to such Purchasing Certificateholder (without recourse, representation or warranty of any kind


  
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except for its own acts) all of the right, title, interest and obligation of such Selling Certificateholder in this Agreement, any related Intercreditor Agreement, any related Liquidity Facility,
the related Note Documents and all Certificates of such series held by such Selling Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation
not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) and the Purchasing Certificateholder shall assume all of such Selling Certificateholder’s obligations under this Agreement, any
related Intercreditor Agreement, any related Liquidity Facility and the related Note Documents. The Certificates of such series will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of any
Selling Certificateholder to deliver any Certificates of such series and, upon such a purchase, (i) the only rights of the Selling Certificateholders will be to deliver the Certificates to the Purchasing Certificateholder and receive the
purchase price for such Certificates of such series and (ii) if the Purchasing Certificateholder shall so request, such Selling Certificateholder will comply with all of the provisions of Section 3.04 hereof to enable new
Certificates of such series to be issued to the Purchasing Certificateholder in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Certificates shall be borne by the Purchasing
Certificateholder. 
 Section 6.02.    Incidents of Sale of Equipment Notes. Upon any sale of all or any
part of the Equipment Notes held in any Trust made either under the power of sale given under this Agreement or otherwise for the enforcement of this Agreement, the following shall be applicable: 

 

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


  

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


  

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




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

All rights of action and of asserting claims under this Agreement, or under any of the Certificates, may be prosecuted and enforced by the
Trustee without the possession of any of such Certificates or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the
Certificateholders of the related series. 
 In any proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Agreement, any Trust Supplement, any Intercreditor Agreement or any Liquidity Facility to which the Trustee shall be a party) the Trustee shall be held to represent all the Certificateholders of the related
series, and it shall not be necessary to make any such Certificateholders parties to any such proceedings. 

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

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



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


  

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


  

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


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

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


  

	 	(2)	 in the payment of the principal of, premium, if any, or interest, if any, on the Equipment Notes held in the
related Trust; or in respect of a covenant or provision hereof which under Article IX hereof cannot be modified or amended without the consent of each Certificateholder holding an Outstanding Certificate of the series affected thereby.



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

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

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

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


  

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



 

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


  

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



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

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

Section 6.09.    Discontinuance of Proceedings. If the Trustee or any Certificateholder of any series
institutes any proceeding to enforce any right, power or remedy under the related 

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

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

ARTICLE VII 
 THE
TRUSTEE 
 Section 7.01.    Certain Duties and Responsibilities. 

(a)    Except during the continuance of an Event of Default in respect of a Trust, (1) the Trustee undertakes
to perform such duties in respect of such Trust as are specifically set forth in this Agreement, the Intercreditor Agreement and the Note Documents, and no implied covenants or obligations shall be read into such agreements against the Trustee; and
(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement; but in the case of any such certificates or opinions that by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Agreement. 
 (b)    In case an Event of Default in
respect of a Trust has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement in respect of such Trust, and use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own affairs. 
 (c)    No provision of this
Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: 
  

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



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



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

Section 7.02.    Notice of Defaults. As promptly as practicable after, and in any event within 90 days after,
the occurrence of any default (as such term is defined below) hereunder known to the Trustee, the Trustee shall transmit by mail to the Company, any related Owner Trustees, any related Owner Participants, the related Loan Trustees and the
Certificateholders holding Certificates of the related series, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, notice of such default unless such default shall have been cured or waived; provided that, in
the case of defaults not relating to the payment of money, the Trustee shall not give such notice until the earlier of the time at which such default becomes an Event of Default and the expiration of 60 days from the occurrence of such default; and
provided, however, that, except in the case of a default in the payment of the principal, premium, if any, or interest on any Equipment Note, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith shall determine that the withholding of such notice is in the interests of the Certificateholders of the related series. For the purpose
of this Section 7.02 in respect of any Trust, the term “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default in respect of that Trust or a Triggering Event under any
Intercreditor Agreement. 
 Section 7.03.    Certain Rights of Trustee. Subject to the provisions of
Section 315 of the Trust Indenture Act: 
 (a)    the Trustee may rely and shall be protected in acting or
refraining from acting in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed
or presented by the proper party or parties; 
 (b)    any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Request; 
 (c)    whenever in the administration of this Agreement or any Intercreditor
Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officer’s Certificate of the Company, any related Owner Trustee or any related Loan Trustee; 

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

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

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

(g)    the Trustee may execute any of the trusts or powers under this Agreement or any Intercreditor Agreement or perform
any duties under this Agreement or any Intercreditor Agreement either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due
care by it under this Agreement or any Intercreditor Agreement; 
 (h)    the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith in accordance with the Direction of the Certificateholders holding Certificates of any series evidencing Fractional Undivided Interests aggregating not less than a majority in interest
in the related Trust relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement or any Intercreditor Agreement; and

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

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

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

  
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 Section 7.06.    Money Held in Trust. Money held by the
Trustee or the Paying Agent in trust under this Agreement need not be segregated from other funds except to the extent required herein or by law and neither the Trustee nor the Paying Agent shall have any liability for interest upon any such moneys
except as provided for herein or in the applicable Trust Supplement. 
 Section 7.07.    Compensation and
Reimbursement. The Company agrees: 
  

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



 

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


  

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



The Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates of each series upon, all property and
funds held or collected by the Trustee in its capacity as Trustee with respect to such series or the related Trust for any tax incurred without 

  
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negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of such Trust (other than any tax attributable to the
Trustee’s compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such tax. The Trustee shall notify the Company of any claim for any tax for which it may seek reimbursement. If the
Trustee reimburses itself from the Trust Property of such Trust for any such tax, it will mail a brief report within 30 days setting forth the amount of such tax and the circumstances thereof to all Certificateholders of such series as their names
and addresses appear in the Register. 
 Section 7.08.    Corporate Trustee Required; Eligibility. Each
Trust shall at all times have a Trustee which shall be a bank, trust company or other financial institution organized and doing business under the laws of the United States or any state thereof, shall be eligible to act as a trustee under
Section 310(a) of the Trust Indenture Act and shall have a combined capital and surplus of at least $100,000,000 (or a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter
incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States or any state or territory thereof or the District of Columbia and having a combined capital and surplus of at least
$100,000,000). If such bank, trust company or other financial institution or such corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section 7.08 the combined capital and surplus of such bank, trust company or other financial institution or such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of conditions so published. 
 In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.08 to act as Trustee of any Trust, the Trustee shall resign immediately as Trustee of such Trust in the manner and with the effect specified in Section 7.09. If the Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Agreement. 
 Section 7.09.    Resignation and Removal; Appointment of Successor. 

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

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

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

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

 

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


  

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


  

	 	(3)	 the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in any such case, (i) the
Company may remove the Trustee or (ii) any Certificateholder of the related series who has been a bona fide Certificateholder for at least six months may, on behalf of itself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee of such Trust. 



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

  
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not less than a majority in interest in such Trust delivered to the Company, any related Owner Trustees, the related Loan Trustee and the retiring Trustee, then the successor Trustee of such
Trust so appointed shall, with the approval of the Company of such appointment, which approval shall not be unreasonably withheld, forthwith upon its acceptance of such appointment, become the successor Trustee of such Trust and supersede the
successor Trustee of such Trust appointed by the Company as provided above. If no successor Trustee shall have been so appointed by the Company as provided above and accepted appointment in the manner hereinafter provided, the resigning Trustee or
any Certificateholder who has been a bona fide Certificateholder of the related series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee of such Trust. 
 (g)    The successor Trustee of a Trust shall give notice of the resignation and
removal of the Trustee and appointment of the successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Certificateholders of the related series as their names and addresses appear in the Register. Each
notice shall include the name of such successor Trustee and the address of its Corporate Trust Office. 

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

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

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

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

Section 7.12.    Maintenance of Agencies. 

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

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

  
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 (c)    Any corporation, bank or trust company into which any Authorized
Agent may be merged or converted or with which it may be consolidated, or any corporation, bank or trust company resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation, bank or trust
company succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent, if such successor is otherwise eligible under this Section 7.12, without the execution or filing of any paper or any
further act on the part of the parties hereto or such Authorized Agent or such successor. 
 (d)    Any Authorized Agent
may at any time resign by giving written notice of resignation to the Trustee, the Company, any related Owner Trustees and the related Loan Trustees. The Company may, and at the request of the Trustee shall, at any time terminate the agency of any
Authorized Agent by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this
Section 7.12 (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed), the Company shall promptly appoint one or more qualified successor Authorized Agents, reasonably
satisfactory to the Trustee, to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 7.12. The Company shall give written notice of any
such appointment made by it to the Trustee, any related Owner Trustees and the related Loan Trustees; and in each case the Trustee shall mail notice of such appointment to all Certificateholders of the related series as their names and addresses
appear on the Register for such series. 
 (e)    The Company agrees to pay, or cause to be paid, from time to time to
each Authorized Agent such compensation for its services as the Company and the Trustee may agree in writing from time to time and to reimburse it for its reasonable expenses to the extent set forth in Section 7.07(2). 

Section 7.13.    Money for Certificate Payments to Be Held in Trust. All moneys deposited with any Paying
Agent for the purpose of any payment on Certificates shall be deposited and held in trust for the benefit of the Certificateholders entitled to such payment, subject to the provisions of this Section 7.13. Moneys so deposited and held in trust
shall constitute a separate trust fund for the benefit of the Certificateholders with respect to which such money was deposited. 
 The
Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Agreement or for any other purpose, direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

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

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

 (a)    the Trustee is a national banking association duly organized and validly existing in good standing under the
laws of the United States; 
 (b)    the Trustee has full power, authority and legal right to execute, deliver and
perform this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement, any
Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements; 
 (c)    the
execution, delivery and performance by the Trustee of this Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements (i) will not violate any provision of any United States federal
law or the law of the state of the United States where such Trustee is located and which governs the banking and trust powers of the Trustee or any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the
Trustee or any of its assets, (ii) will not violate any provision of the articles of association or by-laws of the Trustee, and (iii) will not violate any provision of, or constitute,
with or without notice or lapse of time or both, a default under, or result in the creation or imposition of any lien on any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or
other undertaking to which it is a party; 
 (d)    the execution, delivery and performance by the Trustee of this
Agreement, any Intercreditor Agreement, any Liquidity Facility, the Certificates and the Note Purchase Agreements will not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of
any other action in respect of, any governmental authority or agency of the United States or the state of the United States where such Trustee is located and regulating the banking and corporate trust activities of the Trustee, other than the filing
of a Statement of Eligibility on Form T-1 in connection with any registration of any Certificates; 

  
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 (e)    this Agreement, any Intercreditor Agreement, any Liquidity
Facility, the Certificates and the Note Purchase Agreements have been or will be duly executed and delivered by the Trustee and constitute or upon such execution and delivery will constitute the legal, valid and binding agreements of the Trustee,
enforceable against it in accordance with their respective terms; provided, however, that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of
creditors generally, and (ii) general principles of equity; and 
 (f)    the statements made by it in a
Statement of Eligibility on Form T-1 supplied or to be supplied to the Company in connection with any registration of any Certificates are and will be true and accurate subject to the qualifications set forth
therein; and that such statement complies and will comply in all material respects with the requirements of the Trust Indenture Act and the Securities Act. 

The representation and warranties set forth above shall be deemed to be made by the Trustee on each Issuance Date, except as otherwise
provided in the applicable Trust Supplement. 
 Section 7.16.    Withholding Taxes; Information Reporting.
As to the Certificates of any series, the Trustee, as trustee of the related grantor trust created by this Agreement, shall exclude and withhold from each distribution of principal, premium, if any, and interest and other amounts due under this
Agreement or under the Certificates of such series any and all withholding taxes applicable thereto as required by law. The Trustee agrees to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar
charges are required to be withheld with respect to any amounts payable in respect of the Certificates of such series, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the
Certificateholders of such series, that it will file any necessary withholding tax returns or statements when due, and that, as promptly as possible after the payment thereof, it will deliver to each such Certificateholder of such series appropriate
documentation showing the payment thereof, together with such additional documentary evidence as such Certificateholders may reasonably request from time to time. The Trustee agrees to file any other information reports as it may be required to file
under United States law. 
 Section 7.17.    Trustee’s Liens. The Trustee in its
individual capacity agrees that it will, in respect of each Trust created by this Agreement, at its own cost and expense (and without right of indemnity hereunder, including Section 7.07), promptly take any action as may be necessary to duly
discharge and satisfy in full any mortgage, pledge, lien, charge, encumbrance, security interest or claim (“Trustee’s Liens”) on or with respect to the Trust Property of such Trust which is attributable to the
Trustee either (i) in its individual capacity and which is unrelated to the transactions contemplated by this Agreement or the related Note Documents or (ii) as Trustee hereunder or in its individual capacity and which arises
out of acts or omissions which are not contemplated by this Agreement. 
 Section 7.18.    Preferential
Collection of Claims. The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee shall resign or be removed as
Trustee, it shall be subject to Section 311(a) of the Trust Indenture Act to the extent provided therein. 

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

ARTICLE VIII 

CERTIFICATEHOLDERS’ LISTS AND REPORTS BY TRUSTEE 

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

Section 8.02.    Preservation of Information; Communications to Certificateholders. The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and addresses of Certificateholders of each series contained in the most recent list furnished to the Trustee as provided in Section 7.12 or Section 8.01, as the case
may be, and the names and addresses of Certificateholders of each series received by the Trustee in its capacity as Registrar, if so acting. The Trustee may destroy any list furnished to it as provided in Section 7.12 or Section 8.01, as
the case may be, upon receipt of a new list so furnished. 
 Section 8.03.    Reports by Trustee. Within 60
days after May 15 of each year commencing with the first full year following the issuance of any series of Certificates, the Trustee shall transmit to the Certificateholders of such series, as provided in Section 313(c) of the Trust
Indenture Act, a brief report dated as of such May 15, if required by and in compliance with Section 313(a) of the Trust Indenture Act. The Trustee shall also transmit to Certificateholders such reports, if any, as may be required pursuant
to Section 313(b) of the Trust Indenture Act at the times and in the manner provided pursuant thereto and to Section 313(c) thereof. 

Section 8.04.    Reports by the Company. The Company shall: 

(a)    provide (or cause to be provided) to the Trustee, within 30 days after the Parent of the Company is required to
file the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Parent or
the Company is required to file with the SEC pursuant to section 13 or section 15(d) of the Securities 

  
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Exchange Act of 1934, as amended; or, if neither Parent nor the Company is required to file information, documents or reports pursuant to either of such sections, then to file with the Trustee
and the SEC, in accordance with rules and regulations prescribed by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to section 13 of the Securities Exchange Act of 1934, as amended,
in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations; provided, that the Company may fulfill the requirements of this Section 8.04(a) by providing (or causing to be
provided) the material described herein in an electronic format by electronic mail or access over the internet; 

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

(c)    transmit to all Certificateholders, in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act, such summaries of any information, documents and reports required to be filed by the Company or Parent pursuant to subsections (a) and (b) of this Section 8.04 as may be required by rules and regulations prescribed by the
SEC; and 
 (d)    furnish to the Trustee, not less often than annually, a brief certificate from the principal
executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company’s compliance with all conditions and covenants of the Company under this Agreement (it being understood that for purposes
of this paragraph (d), such compliance shall be determined without regard to any grace period or requirement of notice provided under this Agreement). 

ARTICLE IX 

SUPPLEMENTAL AGREEMENTS 

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

 

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



  

	 	(2)	 to evidence the succession of another Person to the Company and the assumption by any such successor of the
covenants of the Company contained in this Agreement or of the Company’s obligations under any Intercreditor Agreement, 



  
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any Note Purchase Agreement, any Liquidity Facility or any Intercompany Guarantee or, if applicable, to evidence the succession of another Person to the Parent and the assumption by any such
successor of the covenants of the Parent contained in this Agreement or of the Parent’s obligations under any Parent Guarantee; or 

  

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



  

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



 

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


  

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


  

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


  

	 	(8)	 to evidence and provide for the acceptance of appointment by a successor Trustee under this Agreement, any
Intercreditor Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility, any Intercompany Guarantee or any Parent Guarantee with respect to one or more Trusts and to add to or change any of the provisions of this Agreement, any
Intercreditor Agreement, any 



  
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Liquidity Facility, any Intercompany Guarantee or any Parent Guarantee as shall be necessary to provide for or facilitate the administration of the Trust hereunder and thereunder by more than one
Trustee, pursuant to the requirements of Section 7.10, or to provide multiple Liquidity Facilities with respect to one or more Trusts; or 

  

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



  

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


  

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



 

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


  

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


  


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


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

Section 9.02.    Supplemental Agreements with Consent of Certificateholders. With respect to each separate
Trust and the series of Certificates relating thereto, with the consent of the Certificateholders holding Certificates of such series (including consents obtained in connection with a consent solicitation, tender offer or exchange offer for the
Certificates) 

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

 

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


  

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



 

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


  

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


  

	 	(5)	 cause any Trust to become an association taxable as a corporation for United States federal income tax
purposes. 


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

  
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 Section 9.03.    Documents Affecting Immunity or Indemnity.
If in the opinion of the Trustee any document required to be executed by it pursuant to the terms of Section 9.01 or 9.02 affects any interest, right, duty, immunity or indemnity in favor of the Trustee under this Basic Agreement or any Trust
Supplement, the Trustee may in its discretion decline to execute such document. 
 Section 9.04.    Execution of
Supplemental Agreements. In executing, or accepting the additional trusts created by, any supplemental agreement permitted by this Article IX or the modifications thereby of the trusts created by this Agreement, the Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Agreement. 

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

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

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

ARTICLE X 
 AMENDMENTS
TO INDENTURES AND OTHER NOTE DOCUMENTS 
 Section 10.01.    Amendments and Supplements to Indentures and
Other Note Documents. In the event that the Trustee, as holder (or beneficial owner through the Subordination Agent) of any Equipment Notes (or as a prospective purchaser of any Postponed Notes) in trust for the benefit of the Certificateholders
of any series or as Controlling Party under an Intercreditor Agreement, receives (directly or indirectly through the Subordination Agent) a request for a consent to any amendment, modification, waiver or supplement under any Indenture or other Note
Document, subject to Section 9.01 hereof, the Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement to each Certificateholder of such series registered on the Register as of the date of such
notice. The Trustee shall request from the Certificateholders of such series a Direction as to (a) whether or not to take or refrain from taking (or direct the Subordination Agent 

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

TERMINATION OF TRUSTS 

Section 11.01.    Termination of the Trusts. In respect of each Trust created by the Basic Agreement as
supplemented by a related Trust Supplement, the respective obligations and responsibilities of the Company and the Trustee and, if applicable, the Parent with respect to such Trust shall terminate upon the distribution to all Holders of Certificates
of the series of such Trust and the Trustee of all amounts required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property of such Trust; provided, however, that in no event shall
such Trust continue beyond the final expiration date determined as provided in such Trust Supplement. 
 Notice of any termination of a
Trust, specifying the applicable Regular Distribution Date (or applicable Special Distribution Date, as the case may be) upon which the Certificateholders of any series may surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be mailed promptly by the Trustee to Certificateholders of such series not earlier than 60 days and not later than 15 days preceding such final distribution specifying (i) the Regular Distribution
Date (or Special Distribution Date, as the case may be) upon which the proposed final payment of the Certificates of such series will be made upon presentation and surrender of Certificates of such series at the office or agency of the Trustee
therein specified, 

  
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(ii) the amount of any such proposed final payment, and (iii) that the Record Date otherwise applicable to such Regular Distribution Date (or Special Distribution Date, as
the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates of such series at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Registrar at the time
such notice is given to Certificateholders of such series. Upon presentation and surrender of the Certificates of such series in accordance with such notice, the Trustee shall cause to be distributed to Certificateholders of such series amounts
distributable on such Regular Distribution Date (or Special Distribution Date, as the case may be) pursuant to Section 4.02. 
 In the
event that all of the Certificateholders of such series shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the
remaining Certificateholders of such series to surrender their Certificates for cancellation and receive the final distribution with respect thereto. No additional interest shall accrue on the Certificates of such series after any Regular
Distribution Date (or Special Distribution Date, as the case may be) of such series, as specified in the first written notice. In the event that any money held by the Trustee for the payment of distributions on the Certificates of such series shall
remain unclaimed for two years (or such lesser time as the Trustee shall be satisfied, after 60 days’ notice from the Company, is one month prior to the escheat period provided under applicable law) after the final distribution date with
respect thereto, the Trustee shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee for distribution as provided in the applicable Indenture or other Note Documents and shall give written notice thereof to any
related Owner Trustees and the Company. 
 ARTICLE XII 

MISCELLANEOUS PROVISIONS 

Section 12.01.    Limitation on Rights of Certificateholders. 

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

(b)    No transfer, by operation of law or otherwise, of any Certificate or other right, title and interest of any
Certificateholder in and to the applicable Trust Property or under the related Trust shall operate to terminate the Trust or entitle such Certificateholder or any successor or transferee of such Certificateholder to an accounting or to the transfer
to it of legal title to any part of such Trust Property. 
 Section 12.02.    Certificates Nonassessable and
Fully Paid. Certificateholders of each series shall not be personally liable for obligations of the related Trust, the Fractional Undivided Interests represented by the Certificates of such series shall be nonassessable for any losses or


  
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expenses of such Trust or for any reason whatsoever, and Certificates of such series upon authentication thereof by the Trustee pursuant to Section 3.02 are and shall be deemed fully paid.
No Certificateholder of such series shall have any right (except as expressly provided herein) to vote or in any manner otherwise control the operation and management of the related Trust Property, the related Trust, or the obligations of the
parties hereto, nor shall anything set forth herein, or contained in the terms of the Certificates of such series, be construed so as to constitute the Certificateholders of such series from time to time as partners or members of an association.

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

Section 12.04.    Notices. 

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

in the case of Alaska Airlines: 

19300 International Boulevard 

Seattle, WA 98199 
 Attention:
[***] 
 Telephone: [***] 
 in
the case of Horizon: 
 19300 International Boulevard 

Seattle, WA 98199 
 Attention:
[***] 
 Telephone: [***] 

  
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 in the case of the Trustee: 

U.S. Bank Trust National Association 

1011 Centre Road, Suite 203 

Delle Donne Corporate Center 

Wilmington, Delaware 19805 

Attention: [***] 
 Telephone:
[***] 
 Facsimile: [***] 

(b)    The Airlines agree to assume all risks arising out of their use of digital signatures and electronic methods to
submit communications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. 

(c)    The Company or the Trustee, by notice to the other, may designate additional or different addresses for subsequent
notices or communications. 
 (d)    Any notice or communication to Certificateholders of any series shall be mailed by
first-class mail to the addresses for Certificateholders of such series shown on the Register kept by the Registrar and to addresses filed with the Trustee for Certificate Owners of such series. Failure so to mail a notice or communication or any
defect in such notice or communication shall not affect its sufficiency with respect to other Certificateholders or Certificate Owners of such series. 

(e)    If a notice or communication is mailed in the manner provided above, it is conclusively presumed to have been duly
given, whether or not the addressee receives it. 
 (f)    If the Company mails a notice or communication to the
Certificateholders of such series, it shall mail a copy to the Trustee and to each Paying Agent for such series at the same time. 

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

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

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

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

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

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

Section 12.10.    Benefits of Agreement. Nothing in this Agreement or in the Certificates of any series,
express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Certificateholders of each series, any benefit or any legal or equitable right, remedy or claim under this Agreement, except as
provided expressly herein. 
 Section 12.11.    Legal Holidays. In any case where any Regular Distribution
Date or Special Distribution Date relating to any Certificate of any series shall not be a Business Day with respect to such series, then (notwithstanding any other provision of this Agreement) payment need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on such Regular Distribution Date or Special Distribution Date, and no interest shall accrue during the intervening period. 

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

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

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

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

[Remainder of page intentionally left blank] 

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

					
	ALASKA AIRLINES, INC.
		
	By:	 	 /s/ Nathaniel Pieper

		 	Name:	 	Nathaniel Pieper
		 	 Title:
	 	 Senior Vice President, Fleet, Finance
 and
Alliances, and Treasurer

	
	HORIZON AIR INDUSTRIES, INC.
		
	By:	 	 /s/ Nathaniel Pieper

		 	Name:	 	Nathaniel Pieper
		 	Title:	 	Treasurer
	
	U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
		
	By:	 	 /s/ Richard Krupske

		 	Name:	 	Richard Krupske
		 	Title:	 	Assistant Vice President



  
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