Common use of Delivery of Documents; Delivery Dates Clause in Contracts

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice; PROVIDED that, if the Issuance Date is an Applicable Delivery Date, the Trustee shall not so instruct the Escrow Agent, and the purchase price of such Equipment Notes shall be paid from a portion of the proceeds of the sale of the Applicable Certificates. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Applicable Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the this Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 3.09 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one two Business Day Days prior to a Scheduled Closing Date as to which such Closing Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e2(e) or 1(f2(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (Ai) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (Bii) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class A Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class A Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class A Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class A Trust, which amount equals the maximum aggregate principal amount of Series A Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class A Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class A Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series A Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series A Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series A Equipment Notes shall equal the principal amount of such Series A Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series A Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series A Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class A Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class A Trust. (c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class A Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class A Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class A Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series A Equipment Notes held in the Class A Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class A Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I II to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the this Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the this Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 3.09 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one two Business Day Days prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (Ai) the withdrawal of all principal amounts from one or more Deposits Deposit Accounts on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (Bii) the payment of all, or a portion, of the amount withdrawn from such Deposit Account or Deposits Accounts in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e2(e) or 1(f2(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit Account or Deposits Accounts on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of from one or more Deposits Deposit Accounts made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit Account or Deposits Accounts in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Any Closing Notice delivered by the Company in respect of an Airbus A319-100 Aircraft or a Boeing 757-300 Aircraft may specify therein that a Series D Non-Issuance Withdrawal will be required under the Escrow Agreement, in which case such Closing Notice shall comply with Section 2(b)(vii) of the Note Purchase Agreement. Upon receipt of such a Closing Notice, the Trustee acknowledges its acceptance shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Series D Non-Issuance Withdrawal to the Depositary requesting (i) the withdrawal of all right, title principal amounts from one or more Deposit Accounts on the date specified in such Closing Notice (together with accrued interest to such specified date on the amounts so withdrawn and interest not redeposited pursuant to Section 2.4 of the Deposit Agreement) in accordance with and to the Trust Property extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (ii) the payment to be acquired the Paying Agent (for payment to the Receiptholders in accordance with the Escrow Agreement) of all or a portion of the amounts withdrawn from such Deposit Account or Accounts in an amount equal to the amount described in such Closing Notice. If at any time prior to the Applicable Delivery Date the Trustee receives a notice of postponement pursuant to Section 5.01(b2(e) or 2(f) of this Trust Supplementthe Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Series D Non-Issuance Withdrawal relating to such Deposit Account or Accounts. Amounts withdrawn from such Deposit Account or Accounts in excess of the amount specified in the Closing Notice for payment to Receiptholders or, to the extent not distributed to the Receiptholders on the date specified in the Closing Notice, shall be redeposited by the Trustee with the Depositary in accordance with the terms of the Deposit Agreement. Upon receipt of a Closing Notice specifying the requirement for a Series D Non-Issuance Withdrawal, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, Trustee shall also make a demand upon the trusts set forth in the Agreement. By its acceptance of Company for an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect amount equal to the Applicable TrustSpecial Redemption Premium, such payment to be made on the date specified in such Closing Notice as the date for payment by the Depositary of funds pursuant to the Series D Non-Issuance Withdrawal.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class A Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class A Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class A Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class A Trust, which amount equals the maximum aggregate principal amount of Series A Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class A Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class A Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series A Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series A Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series A Equipment Notes shall equal the principal amount of such Series A Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series A Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series A Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class A Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class A Trust. (c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class A Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class A Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class A Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series A Equipment Notes held in the Class A Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class A Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class AA Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class AA Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class AA Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class AA Trust, which amount equals the maximum aggregate principal amount of Series AA Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class AA Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class AA Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series AA Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series AA Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series AA Equipment Notes shall equal the principal amount of such Series AA Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series AA Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series AA Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class AA Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class AA Trust. (c) With respect to the Class AA Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class AA Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class AA Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class AA Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series AA Equipment Notes held in the Class AA Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class AA Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice)shall, subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) with respect to each Applicable Aircraft and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made Applicable Certificates on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow AgreementIssuance Date. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The In accordance with the direction of each Class AA Certificateholder deemed given pursuant to Section 3.02(h) of this Trust Supplement, the Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class AA Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class AA Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class AA Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class AA Trust, which amount equals the maximum aggregate principal amount of Series AA Equipment Notes which may be purchased by the Trustee pursuant to the NPATrustee. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class AA Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class AA Trust. (b) After On the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) with respect to each Aircraft and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series AA Equipment Notes with the proceeds of the withdrawals of one or more Deposits made Class AA Certificates on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow AgreementIssuance Date. The purchase price of such Series AA Equipment Notes shall equal the principal amount of such Series AA Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class AA Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class AA Trust. (c) With respect to the Class AA Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class AA Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class AA Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class AA Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series AA Equipment Notes held in the Class AA Trust, such notice shall be mailed (or in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be sent 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.” (e) With respect to the Class AA Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Placement Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I II to the Underwriting Placement Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 3.04 and 3.06 3.07 of the Basic this Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Placement Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Placement Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one all or more Deposits a portion of the Deposit on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one all or more Deposits a portion of the Deposit made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement Agreement, with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA Note Purchase Agreement and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the this Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class B Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class B Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series B Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series B Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class B Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class B Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class B Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class B Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class B Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement Agreement, with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the this Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreementdeliver, the Escrow Agreement and the NPA on or prior to the Issuance Date, the Intercreditor Agreement, the Escrow Agreement, each Participation Agreement relating to an Aircraft that is not a Prefunded Aircraft, and the Note Purchase Agreement, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of On the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting AgreementIssuance Date, the Trustee shall duly execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing Placement Agreement, which Applicable Certificates shall evidence the entire ownership interest in the Applicable Trust, Trust and which amount equals the maximum aggregate principal amount of Equipment Notes which may purchased by the Trustee on the date hereof and to be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a3.02(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment NotesPrefunded Aircraft. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a the Scheduled Closing Delivery Date as or Funding Date to which such Closing Delivery Notice relates (the “"Applicable Closing Date”"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one all or more Deposits a portion of the Deposit on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such the Equipment Notes relating to or on behalf such Prefunded Aircraft as specified in such Notice of the CompanyPurchase Withdrawal, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f1(d) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction (including satisfaction by waiver, if any) of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one all or more Deposits a portion of the Deposit made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b3.02(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Equipment Notes relating to the Prefunded Aircraft to be acquired by the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and Equipment Notes related to the Trust Property Prefunded Aircraft to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to by the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow each Participation Agreement and the NPA each Indenture on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPAParticipation Agreements. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice)shall, subject to the conditions set forth in Section 2 4 of the NPAeach Participation Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with from a portion of the proceeds of the withdrawals sale of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow AgreementCertificates. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA Supplement and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 3.03 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Financing Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPANote Purchase Agreement, enter into and perform its obligations under the each Participation Agreement specified in such Closing Notice (the “Applicable Participation AgreementAgreements”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation AgreementAgreements. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Financing Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation AgreementAgreements, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA Note Purchase Agreement and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, Agreement with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement Agreement, with respect to the Applicable Trust, and all provisions provi- sions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA Note Purchase Agreement and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the this Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class AA Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class AA Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class AA Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class AA Trust, which amount equals the maximum aggregate principal amount of Series AA Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class AA Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class AA Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series AA Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series AA Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series AA Equipment Notes shall equal the principal amount of such Series AA Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series AA Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series AA Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 3.09 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one two Business Day Days prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e2(e) or 1(f2(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 3.09 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one two Business Day Days prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Delivery Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (Ai) the withdrawal of all principal amounts from one or more Deposits Deposit Accounts on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (Bii) the payment of all, or a portion, of the amount withdrawn from such Deposit Account or Deposits Accounts in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e2(e) or 1(f2(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit Account or Deposits Accounts on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of from one or more Deposits Deposit Accounts made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit Account or Deposits Accounts in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling equalling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I II to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect (which are inapplicable to the Applicable Trust), and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement, the Policy Provider Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e2(e), 2(f) or 1(f2(g) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of Section 5.01(a) hereof and this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect (which are inapplicable to the Applicable Trust), and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) 2(e), 2(f), or 1(f2(g) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) and Section 5.01(c) hereof supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect (which are inapplicable to the Applicable Trust), and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I II to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation "APPLICABLE PARTICIPATION Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect (which are inapplicable to the Applicable Trust), and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA Note Purchase Agreement and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the this Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Delivery Notice; PROVIDED that, if the Issuance Date is an Applicable Delivery Date, the Trustee shall not so instruct the Escrow Agent, and the purchase price of such Equipment Notes shall be paid from a portion of the proceeds of the sale of the Applicable Certificates. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Applicable Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE CLOSING DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the CompanyOwner Trustee issuing such Equipment Notes, all as shall be described in the Delivery Notice; PROVIDED that, if the Issuance Date is an Applicable Closing NoticeDate, the Trustee shall not so instruct the Escrow Agent, and the purchase price of such Equipment Notes shall be paid from a portion of the proceeds of the sale of the Applicable Certificates. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Closing Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Applicable Certificates; PROVIDED, that, if any portion of such proceeds is not used to purchase Equipment Notes by 3:30 p.m., New York time, on such date, the Trustee (on behalf of the Investors) shall immediately (but in no event later than 4:00 p.m., New York time, on such date) deposit such unused proceeds with the Depositary (in Federal immediately available funds by wire transfer) in accordance with the Deposit Agreement and such deposit or deposits shall constitute a "Deposit" or "Deposits" (as defined therein) for all purposes thereunder). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Pass Through Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Pass Through Purchase Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.03 and 3.05 and 3.06 of the Basic Agreement, and Sections 4.04 and 4.05 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one two Business Day Days prior to a Scheduled Closing Date as to which such Closing Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (Ai) the withdrawal of all principal amounts from one or more Deposits Deposit Accounts on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (Bii) the payment of all, or a portion, of the amount withdrawn from such Deposit Account or Deposits Accounts in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the CompanyCompany issuing such Equipment Notes, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f2(e) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit Account or Deposits Accounts on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of from one or more Deposits Deposit Accounts made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit Account or Deposits Accounts in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Initial Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class A Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class A Trust, in Schedule I A to the Underwriting Certificate Purchase Agreement evidencing the entire ownership interest in the Applicable Class A Trust, which amount equals the maximum aggregate principal amount of Series A Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, Sections 4.03, 4.04 and 4.05 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Applicable Class A Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class A Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series A Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series A Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series A Equipment Notes shall equal the principal amount of such Series A Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series A Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series A Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class A Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class A Trust. (c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class A Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class A Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class A Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series A Equipment Notes held in the Class A Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class A Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 3.09 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one two Business Day Days prior to a Scheduled Closing Date as to which such Closing Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e2(e) or 1(f2(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes Notes, or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The In accordance with the direction of each Class A Certificateholder deemed given pursuant to Section 3.02(h) of this Trust Supplement, the Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class A Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class A Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class A Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class A Trust, which amount equals the maximum aggregate principal amount of Series A Equipment Notes which may be purchased by the Trustee pursuant to the NPATrustee. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class A Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class A Trust. (b) After On the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) with respect to each Aircraft and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series A Equipment Notes with the proceeds of the withdrawals of one or more Deposits made Class A Certificates on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow AgreementIssuance Date. The purchase price of such Series A Equipment Notes shall equal the principal amount of such Series A Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class A Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class A Trust. (c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class A Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class A Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class A Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series A Equipment Notes held in the Class A Trust, such notice shall be mailed (or in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be sent 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.” (e) With respect to the Class A Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Certificate Purchase Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a6.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the NPA and the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) with respect to each Aircraft and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made Applicable Certificates on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow AgreementIssuance Date. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and in Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b6.01(b) of this Trust Supplement, the NPA and each Applicable the related Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c6.01(b) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.Basic

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement, the Registration Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Class C Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Class C Purchase Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) 2(e), 2(f), or 1(f2(g) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of Section 5.01(a) hereof and this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect (which are inapplicable to the Applicable Trust), and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice; PROVIDED that, if the Issuance Date is an Applicable Delivery Date, the Trustee shall not so instruct the Escrow Agent, and the purchase price of such Equipment Notes shall be paid from a portion of the proceeds of the sale of the Applicable Certificates. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Applicable Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The In accordance with the direction of each Class B Certificateholder deemed given pursuant to Section 3.02(h) of this Trust Supplement, the Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class B Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes which may be purchased by the Trustee pursuant to the NPATrustee. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class B Trust. (b) After On the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) with respect to each Aircraft and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with the proceeds of the withdrawals of one or more Deposits made Class B Certificates on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow AgreementIssuance Date. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class B Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class B Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class B Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class B Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed (or in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be sent 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.” (e) With respect to the Class B Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class AA Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class AA Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class AA Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class AA Trust, which amount equals the maximum aggregate principal amount of Series AA Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class AA Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class AA Trust.. 18 Trust Supplement No. 2017-1AA (Spirit 2017-1 EETC) (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series AA Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series AA Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series AA Equipment Notes shall equal the principal amount of such Series AA Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series AA Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series AA Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the last sentence of Section 2.02(a) of the Basic Agreement and the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class AA Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 2.02(b) of the Basic Agreement shall not apply to the Applicable Class AA Trust. (c) With respect to the Class AA Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class AA Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class AA Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class AA Trust, the second through fifth sentences of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in their entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series AA Equipment Notes held in the Class AA Trust, such notice shall be mailed (or in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed (or in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) 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.” (e) With respect to the Class AA Trust, clause (ii) of the sixth sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustCompany pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement Agreement, with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA Note Purchase Agreement and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the this Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement and the NPA Registration Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Class C Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Class C Certificate Purchase Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e2(e), 2(f) or 1(f2(g) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) hereof supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect (which are inapplicable to the Applicable Trust), and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class A Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class A Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class A Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class A Trust, which amount equals the maximum aggregate principal amount of Series A Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class A Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class A Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series A Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series A Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series A Equipment Notes shall equal the principal amount of such Series A Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series A Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series A Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the last sentence of Section 2.02(a) of the Basic Agreement and the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class A Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 2.02(b) of the Basic Agreement shall not apply to the Applicable Class A Trust. (c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class A Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class A Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class A Trust, the second through fifth sentences of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in their entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series A Equipment Notes held in the Class A Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class A Trust, clause (ii) of the sixth sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustCompany pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of the Equipment Notes Note which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) NPA and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation AgreementNPA, the Trustee shall purchase the applicable Equipment Notes Note for the Applicable Trust with the proceeds of the withdrawals of one or more Deposits made Applicable Certificates on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow AgreementIssuance Date. The purchase price of such Equipment Notes Note shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit AgreementNote. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Supplement and the NPA and each Applicable Participation AgreementNPA, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this this Section 5.01(a5.01 (a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class A Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class A Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class A Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class A Trust, which amount equals the maximum aggregate principal amount of Series A Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class A Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class A Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series A Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series A Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series A Equipment Notes shall equal the principal amount of such Series A Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series A Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series A Equipment Notes, Notes shall be re-deposited redeposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class A Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class A Trust. (c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class A Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class A Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class A Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series A Equipment Notes held in the Class A Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class A Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Initial Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class A Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class A Trust, in Schedule I to the Underwriting Purchase Agreement evidencing the entire ownership interest in the Applicable Class A Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Applicable Class A Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class A Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the Note Purchase Agreement, to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of such a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Delivery Date”), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (ADelivery Withdrawal, as contemplated by Section 1.2(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Delivery Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateDelivery Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class A Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class A Trust. (c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class A Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class A Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class A Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Equipment Notes held in the Class A Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class A Trust, clause (ii) of the third sentence of Section 2.03 4.02 of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class B Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class B Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series B Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding 16 Trust Supplement No. 2015-1B Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series B Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the last sentence of Section 2.02(a) of the Basic Agreement and the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class B Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 2.02(b) of the Basic Agreement shall not apply to the Applicable Class B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class B Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class B Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class B Trust, the second through fifth sentences of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in their entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class B Trust, clause (ii) of the sixth sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustCompany pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 3.09 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one two Business Day Days prior to a Scheduled Closing Date as to which such Closing Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (Ai) the withdrawal of all principal amounts from one or more Deposits Deposit Accounts on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (Bii) the payment of all, or a portion, of the amount withdrawn from such Deposit Account or Deposits Accounts in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e2(e) or 1(f2(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit Account or Deposits Accounts on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of from one or more Deposits Deposit Accounts made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit Account or Deposits Accounts in excess of the purchase price of the Equipment Notes (and not otherwise subject to a Series D Non-Issuance Withdrawal) or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The If, in respect of an Aircraft, the Company shall deliver to the Trustee acknowledges its acceptance a Class D Notice pursuant to Section 2(b) of all rightthe Note Purchase Agreement specifying that a Series D Non-Issuance Withdrawal will be required under the Escrow Agreement, title the Trustee shall (as and when specified in such Class D Notice) instruct the Escrow Agent to provide a Notice of Series D Non-Issuance Withdrawal to the Depositary requesting (i) the withdrawal of principal amounts from one or more Deposit Accounts in the amounts and on the date specified in such Class D Notice (together with accrued interest to such specified date on the amounts so withdrawn) in accordance with and to the Trust Property extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (ii) the payment to be acquired the Paying Agent (for payment to the Receiptholders in accordance with the Escrow Agreement) of the amounts so withdrawn from such Deposit Account or Accounts. If at any time prior to the Applicable Delivery Date the Trustee receives a notice of postponement pursuant to Section 5.01(b2(e) or 2(f) of this Trust Supplementthe Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Series D Non-Issuance Withdrawal relating to such Deposit Account or Accounts. Amounts withdrawn from such Deposit Account or Accounts, to the extent not distributed to the Receiptholders on the date specified in the Class D Notice, shall be redeposited by the Trustee with the Depositary in accordance with the terms of the Deposit Agreement. Upon receipt of a Class D Notice specifying the requirement for a Series D Non-Issuance Withdrawal, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, Trustee shall also make a demand upon the trusts set forth in the Agreement. By its acceptance of Company for an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect amount equal to the Applicable TrustSpecial Redemption Premium, such payment to be made on the date specified in such Class D Notice as the date for payment by the Depositary of funds pursuant to the Series D Non-Issuance Withdrawal.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Initial Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class B Trust, in Schedule I to the Underwriting Purchase Agreement evidencing the entire ownership interest in the Applicable Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.05 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Applicable Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class B Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series B Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series B Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class B Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class B Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class B Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class B Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class B Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement, the Policy Provider Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 3.09 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one two Business Day Days prior to a Scheduled Closing Date as to which such Closing Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (Ai) the withdrawal of all principal amounts from one or more Deposits Deposit Accounts on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (Bii) the payment of all, or a portion, of the amount withdrawn from such Deposit Account or Deposits Accounts in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e2(e) or 1(f2(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit Account or Deposits Accounts on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of from one or more Deposits Deposit Accounts made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit Account or Deposits Accounts in excess of the purchase price of the Equipment Notes (and not otherwise subject to a Series D Non-Issuance Withdrawal) or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The If, in respect of an Aircraft, the Company shall deliver to the Trustee acknowledges its acceptance a Class D Notice pursuant to Section 2(b) of all rightthe Note Purchase Agreement specifying that a Series D Non-Issuance Withdrawal will be required under the Escrow Agreement, title the Trustee shall (as and when specified in such Class D Notice) instruct the Escrow Agent to provide a Notice of Series D Non-Issuance Withdrawal to the Depositary requesting (i) the withdrawal of principal amounts from one or more Deposit Accounts in the amounts and on the date specified in such Class D Notice (together with accrued interest to such specified date on the amounts so withdrawn) in accordance with and to the Trust Property extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (ii) the payment to be acquired the Paying Agent (for payment to the Receiptholders in accordance with the Escrow Agreement) of the amounts so withdrawn from such Deposit Account or Accounts. If at any time prior to the Applicable Delivery Date the Trustee receives a notice of postponement pursuant to Section 5.01(b2(e) or 2(f) of this Trust Supplementthe Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Series D Non-Issuance Withdrawal relating to such Deposit Account or Accounts. Amounts withdrawn from such Deposit Account or Accounts, to the extent not distributed to the Receiptholders on the date specified in the Class D Notice, shall be redeposited by the Trustee with the Depositary in accordance with the terms of the Deposit Agreement. Upon receipt of a Class D Notice specifying the requirement for a Series D Non-Issuance Withdrawal, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, Trustee shall also make a demand upon the trusts set forth in the Agreement. By its acceptance of Company for an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect amount equal to the Applicable TrustSpecial Redemption Premium, such payment to be made on the date specified in such Class D Notice as the date for payment by the Depositary of funds pursuant to the Series D Non-Issuance Withdrawal.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this this Section 5.01(a5.01 (a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the CompanyOwner Trustee issuing such Equipment Notes, all as shall be described in the Delivery Notice; provided that, if the Issuance Date is an Applicable Closing NoticeDate, the Trustee shall not so instruct the Escrow Agent, and the purchase price of such Equipment Notes shall be paid from a portion of the proceeds of the sale of the Applicable Certificates. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Closing Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Applicable Certificates; provided, that, if any portion of such proceeds is not used to purchase Equipment Notes by 3:30 p.m., New York time, on such date, the Trustee (on behalf of the Investors) shall immediately (but in no event later than 4:00 p.m., New York time, on such date) deposit such unused proceeds with the Depositary (in Federal immediately available funds by wire transfer) in accordance with the Deposit Agreement and such deposit or deposits shall constitute a "Deposit" or "Deposits" (as defined therein) for all purposes thereunder). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 3.03 and 3.06 of the Basic AgreementAgreement and Sections 3.04 and 3.05 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a6.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all All provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation AgreementNPA, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c6.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Certificate Purchase Agreement, the Escrow Intercreditor Agreement and the NPA on or prior to the Issuance DateDate (and in the timing contemplated under the Certificate Purchase Agreement), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate face amounts the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Certificate Purchase Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate face amount specified in this paragraph. The provisions of this Section 5.01(a6.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Initial Closing Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date the date as to which such Closing Notice relates (including as any such Closing Date may be delayed in accordance with the Section 1(e) of the NPA and Section 2.1(d) of the Certificate Purchase Agreement) (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, perform its obligations under the NPA enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions opinion relating to the Trustee to be duly delivered as required by the NPA and the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and subject to applicable terms set forth in the Applicable Participation Certificate Purchase Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of funds advanced by the withdrawals of one or more Deposits made Applicable Certificateholders on the applicable Funding Date in respect to such Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow AgreementNPA. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b6.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b6.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c6.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class A Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class A Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class A Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class A Trust, which amount equals the maximum aggregate principal amount of Series A Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class A Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class A Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more 18 Trust Supplement No. 2017-1A (Spirit 2017-1 EETC) Series A Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series A Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series A Equipment Notes shall equal the principal amount of such Series A Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series A Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series A Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the last sentence of Section 2.02(a) of the Basic Agreement and the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class A Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 2.02(b) of the Basic Agreement shall not apply to the Applicable Class A Trust. (c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class A Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class A Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class A Trust, the second through fifth sentences of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in their entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series A Equipment Notes held in the Class A Trust, such notice shall be mailed (or in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed (or in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) 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.” (e) With respect to the Class A Trust, clause (ii) of the sixth sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustCompany pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Initial Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Certificate Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class B Trust, in Schedule I A to the Underwriting Certificate Purchase Agreement evidencing the entire ownership interest in the Applicable Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, Sections 4.03, 4.04, 4.05 and 4.06 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Applicable Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class B Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series B Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series B Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class B Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class B Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class B Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class B Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class B Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a6.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all All provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation AgreementNPA, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c6.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class B Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class B Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series B Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series B Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the last sentence of Section 2.02(a) of the Basic Agreement and the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class B Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 2.02(b) of the Basic Agreement shall not apply to the Applicable Class B Trust.. 18 Trust Supplement No. 2017-1B (Spirit 2017-1 EETC) (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class B Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class B Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class B Trust, the second through fifth sentences of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in their entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed (or in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed (or in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) 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.” (e) With respect to the Class B Trust, clause (ii) of the sixth sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustCompany pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class B Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Sections 4.03, 9.03 or 9.04 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class B Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series B Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series B Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class B Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class B Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class B Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class B Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series B Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series B Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class B Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class B Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class B Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class B Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed (or, in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed (or, in the case of Global Certificates, sent electronically in accordance with DTC’s applicable procedures) 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.” (e) With respect to the Class B Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Initial Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class A Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class A Trust, in Schedule I to the Underwriting Purchase Agreement evidencing the entire ownership interest in the Applicable Class A Trust, which amount equals the maximum aggregate principal amount of Series A Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.05 of this Trust Supplement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Applicable Class A Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class A Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series A Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series A Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series A Equipment Notes shall equal the principal amount of such Series A Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series A Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series A Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class A Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class A Trust. (c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class A Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class A Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class A Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series A Equipment Notes held in the Class A Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class A Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Amendment No. 1 to Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice; PROVIDED that, if the Issuance Date is an Applicable Delivery Date, the Trustee shall not so instruct the Escrow Agent, and the purchase price of such Equipment Notes shall be paid from a portion of the proceeds of the sale of the Applicable Certificates. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Applicable Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 3.09 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one two Business Day Days prior to a Scheduled Closing Date as to which such Closing Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (Ai) the withdrawal of all principal amounts from one or more Deposits Deposit Accounts on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (Bii) the payment of all, or a portion, of the amount withdrawn from such Deposit Account or Deposits Accounts in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e2(e) or 1(f2(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit Account or Deposits Accounts on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of from one or more Deposits Deposit Accounts made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit Account or Deposits Accounts in excess of the purchase price of the Equipment Notes (and not otherwise subject to a Series D Non-Issuance Withdrawal) or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The If, in respect of an Aircraft, the Company shall deliver to the Trustee acknowledges its acceptance a Class D Notice pursuant to Section 2(b) of all rightthe Note Purchase Agreement specifying that a Series D Non-Issuance Withdrawal will be required under the Escrow Agreement, title the Trustee shall (as and when specified in such Class D Notice) instruct the Escrow Agent to provide a Notice of Series D Non-Issuance Withdrawal to the Depositary requesting (i) the withdrawal of principal amounts from one or more Deposit Accounts in the amounts and on the date specified in such Class D Notice (together with accrued interest to such specified date on the amounts so withdrawn) in accordance with and to the Trust Property extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (ii) the payment to be acquired the Paying Agent (for payment to the Receiptholders in accordance with the Escrow Agreement) of the amounts so withdrawn from such Deposit Account or Accounts. If at any time prior to the Applicable Delivery Date the Trustee receives a notice of postponement pursuant to Section 5.01(b2(e) or 2(f) of this Trust Supplementthe Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Series D Non-Issuance Withdrawal relating to such Deposit Account or Accounts. Amounts withdrawn from such Deposit Account or Accounts, to the extent not distributed to the Receiptholders on the date specified in the Class D Notice, shall be redeposited by the Trustee with the Depositary in accordance with the terms of the Deposit Agreement. Upon receipt of a Class D Notice specifying the requirement for a Series D Non-Issuance Withdrawal, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, Trustee shall also make a demand upon the trusts set forth in the Agreement. By its acceptance of Company for an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect amount equal to the Applicable TrustSpecial Redemption Premium, such payment to be made on the date specified in such Class D Notice as the date for payment by the Depositary of funds pursuant to the Series D Non-Issuance Withdrawal.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling equalling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I II to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation "APPLICABLE PARTICIPATION Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect (which are inapplicable to the Applicable Trust), and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Class B Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class B Trust, in Schedule I to the Class B Underwriting Agreement evidencing the entire ownership interest in the Applicable Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes to be purchased on the date hereof pursuant to the Participation Agreement Amendments with respect to the Funded Aircraft and which may be purchased from time to time by the Trustee pursuant to the NPANPA with respect to the Pre-Funded Aircraft. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class B Trust. (bi) After On the Issuance Date, upon satisfaction of the conditions set forth in the Participation Agreement Amendment with respect to each Funded Aircraft, the Trustee shall purchase the Series B Equipment Notes to be purchased thereunder for a purchase price equal to the principal amount of such Series B Equipment Notes. (ii) On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series B Equipment NotesNotes relating to the Pre-Funded Aircraft. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes relating to the applicable Pre-Funded Aircraft with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series B Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class B Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class B Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class B Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class B Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class B Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice; PROVIDED that, if the Issuance Date is an Applicable Delivery Date, the Trustee shall not so instruct the Escrow Agent, and the purchase price of such Equipment Notes shall be paid from a portion of the proceeds of the sale of the Applicable Certificates. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal Agreement (or, if the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on Issuance Date is the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each such Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as from a grantor portion of the Applicable Trust, joins with the Trustee in the creation proceeds of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 sale of the Basic Agreement, with respect to the Applicable Trust.Applicable

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class B Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class B Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series B Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series B Equipment Notes, Notes shall be re-re deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class B Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class B Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class B Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class B Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class B Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice; provided that, if the Issuance Date is an Applicable Delivery Date, the Trustee shall not so instruct the Escrow Agent, and the purchase price of such Equipment Notes shall be paid from a portion of the proceeds of the sale of the Applicable Certificates. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”"APPLICABLE PARTICIPATION AGREEMENT") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is the Applicable Delivery Date with respect to such Applicable Participation Agreement, from a portion of the proceeds of the sale of the Applicable Certificates). The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the this Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class A Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class A Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class A Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class A Trust, which amount equals the maximum aggregate principal amount of Series A Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class A Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class A Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series A Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series A Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series A Equipment Notes shall equal the principal amount of such Series A Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series A Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series A Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class A Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class A Trust. (c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class A Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class A Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class A Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series A Equipment Notes held in the Class A Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class A Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).” 22 Trust Supplement No. 2017-2A American Airlines Aircraft EETC

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Initial Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class C Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class C Trust, in Schedule I to the Underwriting Purchase Agreement evidencing the entire ownership interest in the Applicable Class C Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Applicable Class C Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class C Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the Note Purchase Agreement, to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of such a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Delivery Date”), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (ADelivery Withdrawal, as contemplated by Section 1.2(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Delivery Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateDelivery Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class C Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class C Trust. (c) With respect to the Class C Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class C Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class C Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class C Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Equipment Notes held in the Class C Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class C Trust, clause (ii) of the third sentence of Section 2.03 4.02 of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow each Participation Agreement and the NPA each Indenture on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPAParticipation Agreements. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice)shall, subject to the conditions set forth in Section 2 4 of the NPAeach Participation Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with using a portion of the proceeds of the withdrawals sale of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow AgreementCertificates. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA Supplement and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) 2(e), 2(f), or 1(f2(g) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of Section 5.01(a) hereof and this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect (which are inapplicable to the Applicable Trust), and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA Note Purchase Agreement on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling equalling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I II to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment Notes. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a Scheduled Closing Delivery Date as to which such Closing Delivery Notice relates (the “Applicable Closing Date”"APPLICABLE DELIVERY DATE"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “Applicable Participation "APPLICABLE PARTICIPATION Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect (which are inapplicable to the Applicable Trust), and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA Note Purchase Agreement and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the this Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class A Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class A Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class A Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class A Trust, which amount equals the maximum aggregate principal amount of Series A Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class A Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class A Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series A Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series A Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series A Equipment Notes shall equal the principal amount of such Series A Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series A Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series A Equipment Notes, Notes shall be re-re deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class A Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class A Trust. (c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class A Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class A Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class A Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series A Equipment Notes held in the Class A Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class A Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class B Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class B Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series B Equipment Notes. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series B Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class B Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class B Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class B Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class B Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class B Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of the Series B Equipment Notes Note which may be purchased by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “Applicable Participation Agreement”) NPA and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation AgreementNPA, the Trustee shall purchase the applicable Series B Equipment Notes Note for the Applicable Trust with the proceeds of the withdrawals of one or more Deposits made Applicable Certificates on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow AgreementIssuance Date. The purchase price of such Series B Equipment Notes Note shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit AgreementNote. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Supplement and the NPA and each Applicable Participation AgreementNPA, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Class B Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Class B Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class B Trust, in Schedule I to the Class B Underwriting Agreement evidencing the entire ownership interest in the Applicable Class B Trust, which amount equals the maximum aggregate principal amount of Series B Equipment Notes to be purchased on the date hereof pursuant to the Participation Agreement Amendments with respect to the Funded Aircraft and which may be purchased from time to time by the Trustee pursuant to the NPANPA with respect to the Pre-Funded Aircraft. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class B Trust. (bi) After On the Issuance Date, upon satisfaction of the conditions set forth in the Participation Agreement Amendment with respect to each Funded Aircraft, the Trustee shall purchase the Series B Equipment Notes to be purchased thereunder for a purchase price equal to the principal amount of such Series B Equipment Notes. (ii) On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series B Equipment NotesNotes relating to the Pre-Funded Aircraft. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to Trust Supplement No. 2017-2B American Airlines Aircraft EETC the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes relating to the applicable Pre-Funded Aircraft with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series B Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series B Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 2.02(b) of the Basic Agreement with respect to the Applicable Class B Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class B Trust. (c) With respect to the Class B Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class B Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class B Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class B Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class B Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).” Trust Supplement No. 2017-2B American Airlines Aircraft EETC

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver on or prior to the Issuance Date the Refunding Amendment to the Intercreditor Agreement, the Escrow Agreement Agreement, the Class C Refunding Agreement, and the NPA on or prior First Amendment dated as of the date hereof to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of On the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting AgreementIssuance Date, the Trustee shall duly execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing Placement Agreement, which Applicable Certificates shall evidence the entire ownership interest in the Applicable Trust, Trust and which amount equals the maximum aggregate principal amount of Equipment Notes which may purchased by the Trustee on the date hereof and to be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a3.02(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time to the Trustee a Closing Delivery Notice relating to one or more Equipment NotesPrefunded Aircraft. After receipt of a Closing Delivery Notice and in any case no later than one Business Day prior to a the Scheduled Closing Delivery Date as or Funding Date to which such Closing Delivery Notice relates (the “"Applicable Closing Date”"), the Trustee shall (as and when specified in the Closing Delivery Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one all or more Deposits a portion of the Deposit on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such the Equipment Notes relating to or on behalf such Prefunded Aircraft as specified in such Notice of the CompanyPurchase Withdrawal, all as shall be described in the Closing Delivery Notice. The Trustee shall (as and when specified in such Closing Delivery Notice), subject to the conditions set forth in Section 2 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Delivery Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of postponement pursuant to Section 1(e) or 1(f1(d) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction (including satisfaction by waiver, if any), of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one all or more Deposits a portion of the Deposit made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b3.02(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Equipment Notes relating to the Prefunded Aircraft to be acquired by the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and Equipment Notes related to the Trust Property Prefunded Aircraft to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to by the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement Agreement, the Note Documents relating to the Owned Aircraft to which it is or is to become a party and the NPA on or prior to the date of the initial issuance of the Class A Certificates (the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Class A Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Class A Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Class A Trust, which amount equals the maximum aggregate principal amount of Series A Equipment Notes to be purchased on the date hereof pursuant to the Participation Agreements relating to the Owned Aircraft and which may be purchased from time to time by the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the Basic AgreementAgreement or Section 4.03 of this Trust Supplement, the Trustee shall not execute, authenticate or deliver Applicable Class A Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a7.01(a) supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Class A Trust. (b) After On or after the Issuance Date, the Company may deliver from time to time time, and in accordance with Section 1(b) of the NPA, to the Trustee a Closing Funding Notice relating to one or more Series A Equipment NotesNotes relating to the Prefunded Aircraft. After receipt of such a Closing Funding Notice and in any case no later than one Business Day prior to a Scheduled Closing Funding Date as to which such Closing Funding Notice relates (the “Applicable Closing Funding Date”), the Trustee shall (as and when specified in the Closing Funding Notice) instruct deliver to the Escrow Agent to provide a Notice the Withdrawal Certificates and related Applicable Notices of Purchase Withdrawal to the Depositary requesting (AWithdrawal, as contemplated by Section 1.02(c) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of by such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing Funding Notice. The Trustee shall (as and when specified in such Closing Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and perform its obligations under the Participation Agreement specified in such Closing Funding Notice (the “Applicable Participation Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Funding Date, the Trustee receives from the Company a notice of postponement pursuant to the first sentence of Section 1(e) or 1(f) of the NPA, then the Trustee shall give notice to the Depositary (with a copy to the Escrow Agent) a notice of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing DateFunding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series A Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Series A Equipment Notes shall equal the principal amount of such Series A Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series A Equipment Notes or to the extent not applied on the Applicable Closing Funding Date to the purchase price of the Series A Equipment Notes, Notes shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Funding Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b7.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Class A Trust, and all no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Class A Trust. (c) With respect to the Class A Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee acknowledges its acceptance shall establish and maintain on behalf of all rightthe Class A Certificateholders a Special Payments Account as one or more accounts, title and which shall be non-interest bearing except as provided in and to Section 4.04 of the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, Basic Agreement. The Trustee shall hold the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest Special Payments Account in trust for the benefit of all present the Class A Certificateholders and future Applicable Certificateholdersshall make or permit withdrawals therefrom only as provided in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the trusts set forth aggregate amount of such Special Payments in the Agreement. By its acceptance Special Payments Account.” (d) With respect to the Class A Trust, the second sentence of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor Section 4.02(c) of the Applicable Trust, joins Basic Agreement shall be superseded and replaced in its entirety with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase of Series A Equipment Notes held in the Class A Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such redemption or purchase; and (ii) 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.” (e) With respect to the Class A Trust, clause (ii) of the third sentence of Section 2.03 4.02(c) of the Basic Agreement, with respect Agreement shall be amended by deleting in its entirety the parenthetical phrase “(taking into account any payment to be made by the Applicable TrustResponsible Party pursuant to Section 2.02(b)).”

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver an amendment to the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. By its execution of this Trust Supplement, the Trustee hereby acknowledges and agrees that it has become party to the Note Purchase Agreement and agrees to perform its obligations thereunder and to be bound by the terms thereof. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in Section 11 of the Underwriting Note Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the face amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement of $__________ evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Series D Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 3.09 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, date of this Trust Supplement the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Series D Equipment Notes. After Promptly upon receipt of a Closing Notice and in any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal copy thereof to the Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in accordance with and to the extent permitted by the terms trustee of the Escrow Agreement and the Deposit Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all as shall be described in the Closing NoticeDelaware Trust. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior After receipt by the Trustee of a Closing Notice and of funds in an amount equal to the Applicable purchase price of the Series D Equipment Notes described in such Closing DateNotice, the Trustee receives a notice of postponement pursuant shall (as and when specified in the Closing Notice) apply such funds to Section 1(e) or 1(f) the payment of the NPApurchase price of such Equipment Notes, then all as shall be described in the Trustee shall give the Depositary (with a copy Closing Notice, subject to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, upon the trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.

Delivery of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the Escrow Agreement, the Policy Provider Agreement and the NPA on or prior to the Issuance DateNote Purchase Agreement, each in the form delivered to the Trustee by the Company, Company and (ii) subject to the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver, authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by the Trustee pursuant to the NPANote Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 3.09 of the Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a) supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to the Applicable Trust. (b) After On or after the Issuance Date, Date the Company may deliver from time to time to the Trustee a Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in any case no later than one two Business Day Days prior to a Scheduled Closing Date as to which such Closing Notice relates (the “"Applicable Closing Delivery Date”"), the Trustee shall (as and when specified in the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting (Ai) the withdrawal of all principal amounts from one or more Deposits Deposit Accounts on the Applicable Closing Delivery Date in accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (Bii) the payment of all, or a portion, of the amount withdrawn from such Deposit Account or Deposits Accounts in an amount equal in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Owner Trustee or the Company, as the case may be, issuing such Equipment Notes, all as shall be described in the Closing Notice. The Trustee shall (as and when specified in such Closing Notice), subject to the conditions set forth in Section 2 3 of the NPANote Purchase Agreement, enter into and perform its obligations under the Participation Agreement specified in such Closing Notice (the “"Applicable Participation Agreement”") and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as required by the Applicable Participation Agreement. If at any time prior to the Applicable Closing Delivery Date, the Trustee receives a notice of postponement pursuant to Section 1(e2(e) or 1(f2(f) of the NPANote Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase Withdrawal relating to such Deposit Account or Deposits Accounts on such Applicable Closing Delivery Date. Upon satisfaction of the conditions specified in the NPA Note Purchase Agreement and the Applicable Participation Agreement, the Trustee shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of from one or more Deposits Deposit Accounts made on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal amount of such Equipment Notes. Amounts withdrawn from such Deposit Account or Deposits Accounts in excess of the purchase price of the Equipment Notes (and not otherwise subject to a Series D Non-Issuance Withdrawal) or to the extent not applied on the Applicable Closing Delivery Date to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the Depositary on the Applicable Closing Delivery Date in accordance with the terms of the Deposit Agreement. The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust. (c) The If, in respect of an Aircraft, the Company shall deliver to the Trustee acknowledges its acceptance a Class D Notice pursuant to Section 2(b) of all rightthe Note Purchase Agreement specifying that a Series D Non-Issuance Withdrawal will be required under the Escrow Agreement, title the Trustee shall (as and when specified in such Class D Notice) instruct the Escrow Agent to provide a Notice of Series D Non-Issuance Withdrawal to the Depositary requesting (i) the withdrawal of principal amounts from one or more Deposit Accounts in the amounts and on the date specified in such Class D Notice (together with accrued interest to such specified date on the amounts so withdrawn) in accordance with and to the Trust Property extent permitted by the terms of the Escrow Agreement and the Deposit Agreement and (ii) the payment to be acquired the Paying Agent (for payment to the Receiptholders in accordance with the Escrow Agreement) of the amounts so withdrawn from such Deposit Account or Accounts. If at any time prior to the Applicable Delivery Date the Trustee receives a notice of postponement pursuant to Section 5.01(b2(e) or 2(f) of this Trust Supplementthe Note Purchase Agreement, then the Trustee shall give the Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Series D Non-Issuance Withdrawal relating to such Deposit Account or Accounts. Amounts withdrawn from such Deposit Account or Accounts, to the extent not distributed to the Receiptholders on the date specified in the Class D Notice, shall be redeposited by the Trustee with the Depositary in accordance with the terms of the Deposit Agreement. Upon receipt of a Class D Notice specifying the requirement for a Series D Non-Issuance Withdrawal, the NPA and each Applicable Participation Agreement, and declares that it holds and will hold such right, title and interest for the benefit of all present and future Applicable Certificateholders, Trustee shall also make a demand upon the trusts set forth in the Agreement. By its acceptance of Company for an Applicable Certificate, each initial Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of the Basic Agreement, with respect amount equal to the Applicable TrustSpecial Redemption Premium, such payment to be made on the date specified in such Class D Notice as the date for payment by the Depositary of funds pursuant to the Series D Non-Issuance Withdrawal.