Common use of Registration, Transfer and Exchange of Equipment Notes Clause in Contracts

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Owner Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner Trustee and the Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor AgreementNote Holders, and shall be deemed to have covenanted to the parties to the Intercreditor Participation Agreement not as to give any direction to, or otherwise authorize, the matters covenanted by the original Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of Participant in the Intercreditor Participation Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Owner Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Owner Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner Trustee and the Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor AgreementNote Holders, and shall be deemed to have covenanted to the parties to the Intercreditor Participation Agreement not as to give any direction to, or otherwise authorize, the matters covenanted by the original Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of Participant in the Intercreditor Participation Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Owner Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, this Trust Indenture and the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders orNote Holders, in the case of each Related Indentureincluding Sections 6.3, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 6.4 and Section 7.11 of the Participation Agreement, 9.1 thereof and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 this Trust Indenture and Section 7.11 of the Participation AgreementAgreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(iiSections 4.1(a)(i) and Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction todirection, or otherwise authorize, the Loan Trustee Mortgagee to take any action that would violate Section 4.01(a)(iiSections 4.1(a)(i) or Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 2.06 or under Section 2.08 2.07 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Indenture Trustee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Indenture Trustee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 this Trust Indenture and Section 7.11 of the Participation AgreementAgreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(iiSections 4.1(a)(i) and Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction todirection, or otherwise authorize, the Loan Indenture Trustee to take any action that would violate Section 4.01(a)(iiSections 4.1(a)(i) or Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.06, the Loan Indenture Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and Notes, the registration of transfers of Equipment Notes and a record of the dates and payments made with respect to the Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it Company as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company and Equipment Note Registrar shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have has been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section Sections 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section Sections 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have has been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section Sections 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section Sections 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section Sections 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Security Agent shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Security Agent shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder registered hereunder. Security Agent shall have occurred. The keep the Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trusteeits Administrative Office. The Loan Trustee Security Agent is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Security Agent at the Corporate Trust its Administrative Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, specifying (in the case of a surrender for transfer, ) the name name(s) and address address(es) of the new holder or holdersholder(s). Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Borrower shall execute, and the Loan Trustee Security Agent shall authenticate and deliver, in the name name(s) of the designated transferee or transfereestransferee(s), one or more new Equipment Notes of an equal a like aggregate principal amount and of the same SeriesOriginal Amount. At the option of the NoteholderLender’s option, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Security Agent at the Corporate Trust its Administrative Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Borrower shall execute, and the Loan Trustee Security Agent shall authenticate and deliver, the Equipment Notes which the Noteholder Lender making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 2.6 or under Section 2.08 2.7 or otherwise under this IndentureMortgage) shall be the valid obligations of the Company Borrower evidencing the same respective obligations, and entitled to the same security and benefits under this IndentureMortgage, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeSecurity Agent) be duly endorsed, or be accompanied by a written instrument Transfer Agreement as required under Section 7.1 of transfer the Loan Agreement in form satisfactory to the Loan Trustee, Security Agent duly executed by the Noteholder Lender or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee Security Agent shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Security Agent shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten10-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company Borrower and the Loan Trustee Security Agent shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by Borrower with respect to such Equipment Note Note, and for all other purposes, until Borrower receives from Security Agent a notice stating otherwise and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Security Agent will promptly notify the Company Borrower of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Lender and its transferee (if any) of the requirements set forth in this Section 2.07 2.6, Security Agent and in Section 2.09, the Loan Trustee and the Company Borrower shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s 's attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act of 1933, as amended, and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “Equipment Note "Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “Equipment Note "Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder Holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request Trust Indenture 40 - 35 - from the registered holder Holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder Holder or holdersHolders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount unpaid portion of the Principal Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountunpaid portion of the Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s Holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Neither the Indenture Trustee nor the Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionPayment Date. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Indenture Trustee will promptly notify the Company Owner Trustee, the Owner Participant and Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Refunding Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation AgreementNote Holders, and shall be deemed to have represented, represented and warranted and covenanted to the parties to the Participation Refunding Agreement as to the matters represented, represented and warranted and covenanted by the Noteholders, including Subordination Agent in its capacity as the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) initial Holder of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor AgreementEquipment Notes. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein providedNotes. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s 's attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act of 1933, as amended, and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have has been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it Company as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company and Equipment Note Registrar shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have has been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section Sections 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section Sections 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “Equipment Note "Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “Equipment Note "Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder Holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request Trust Indenture from the registered holder Holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder Holder or holdersHolders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount unpaid portion of the Principal Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountunpaid portion of the Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s Holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Neither the Indenture Trustee nor the Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionPayment Date. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Indenture Trustee will promptly notify the Company Owner Trustee, the Owner Participant and Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Refunding Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation AgreementNote Holders, and shall be deemed to have represented, represented and warranted and covenanted to the parties to the Participation Refunding Trust Indenture Agreement as to the matters represented, represented and warranted and covenanted by the Noteholders, including Subordination Agent in its capacity as the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) initial Holder of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor AgreementEquipment Notes. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and Notes, the registration of transfers of Equipment Notes and a record of the dates and payments made with respect to the Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it Company as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company and Equipment Note Registrar shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have has been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the this Indenture, the Related Indentures, the Participation Agreement, the Company Guarantee, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and the Company Guarantee Beneficiary, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section Sections 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section Sections 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Principal Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountPrincipal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Owner Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Indenture Trustee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Indenture Trustee will promptly notify the Company Owner Trustee, the Owner Participant and Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders orNote Holders, in the case of each Related Indentureincluding Sections 5, Related Noteholders7(a), and7(c), without limiting the generality of the foregoing7(g), any such transferee of an Equipment Note7(h), by its acceptance of an Equipment Note: (i7(k), 7(n), 7(r) agrees to the applicable provisions of Section 6.01and 7(w), Section 7.10 9, 12(a), 12(b), 14(b) and Section 7.11 of the Participation Agreement14(e), and shall be deemed to have representedrepresented and warranted (except as provided above), warranted and covenanted covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, Purchasers in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.Notes

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Principal Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountPrincipal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Owner Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Indenture Trustee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Indenture Trustee will promptly notify the Company Owner Trustee, the Owner Participant and Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders orNote Holders, in the case of each Related Indentureincluding Sections 5, Related Noteholders7(a), and7(c), without limiting the generality of the foregoing7(g), any such transferee of an Equipment Note7(h), by its acceptance of an Equipment Note: (i7(m), 7(q), 7(u) agrees to the applicable provisions of Section 6.01and 7(z), Section 7.10 9, 12(a), 12(b), 14(b) and Section 7.11 of the Participation Agreement14(e), and shall be deemed to have representedrepresented and warranted (except as provided above), warranted and covenanted covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, Purchasers in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagor shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, this Trust Indenture and the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders orNote Holders, in the case of each Related Indentureincluding Sections 6.3, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 6.4 and Section 7.11 of the Participation Agreement, 9.1 thereof and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee agrees with the Owner Trustee that the Indenture Trustee shall keep a register or registers (herein sometimes referred to as the “Equipment Note "Register”") in which the Loan Trustee -------- provisions shall provide be made for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Indenture Trustee's Corporate Trust Office Department located at 00 Xxxxx Xxxxxxx Xxxxxx, Mail Code 101-591, Xxxxxxxxx, Xxxxxxxx 00000 or at the office of any successor indenture trustee, and the Loan Trustee. The Loan Indenture Trustee is hereby appointed “Equipment Note the "Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09at the Indenture Trustee's Corporate Trust Department, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount and of the same Seriesamount. At the option of the Noteholder, its Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations denominations, of an equal a like aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Indenture Trustee's Corporate Trust OfficeDepartment. Each new Equipment Note issued upon transfer or exchange shall be in a principal amount of at least $1,000,000 (except as may be necessary to evidence the entire outstanding principal amount of an Equipment Note) and dated the Delivery Date. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer or exchange, shall (if so required by the Company Owner Trustee or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Owner Trustee and the Indenture Trustee duly executed by the Noteholder thereof or such Noteholder’s his attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdictionAct. The Loan Indenture Trustee shall make a notation on each new Equipment Note or Equipment Notes of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest accrued on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company Indenture Trustee shall not be required to register the transfer or exchange of any surrendered Equipment Notes as above provided above (a) during the ten-day ten (10) Business Day period preceding the due date of any payment on such Equipment Note Notes. Any Noteholder may transfer any or (b) that has been called for redemptionall of its Equipment Notes to any Person other than the Lessee or its Affiliates. The Company Owner Trustee and the Loan Indenture Trustee shall in all cases deem and treat the Person in whose name any each Equipment Note shall have been issued and is registered on the Equipment Note Register as the absolute owner Noteholder with respect thereto for all purposes hereof until due presentment for registration of transfer as provided in this Section 2.07. The Indenture Trustee shall give the Lessee and the each Noteholder prompt notice of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment NoteNote under this Section 2.07. Any such transferee Each holder of an Equipment Note, by its acceptance of an Equipment Notethereof, agrees that any transfer of any Equipment Note acquired by it hereunder shall not be effected unless the transferee shall have delivered to the provisions Indenture Trustee, the Lessee, the Owner Participant and the Owner Trustee (i) a representation as to the matters specified in Section 5.08 of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, Agreement and, without limiting notwithstanding the generality of the foregoingabove, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and Note shall be deemed to have represented, warranted made such a representation and covenanted (ii) an agreement to be bound by and comply with the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in provisions of the Participation Agreement and this Indenture binding on a Loan Participant and, notwithstanding the above (ii) agrees but without derogation to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) requirements for delivery of the Intercreditor Agreementsuch agreement), and such transferee by its acceptance of an Equipment Note shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder made such representations and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchangesuch agreement.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and Notes, the registration of transfers of Equipment Notes and a record of the dates and payments made with respect to the Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section ‎Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section ‎Section 2.07 or under Section ‎Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it Company as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company and Equipment Note Registrar shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have has been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section Sections 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section Sections 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its any transferee (if any) of the requirements set forth in this Section ‎Section 2.07 and in Section ‎Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.this

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Principal Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountPrincipal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Indenture Trustee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Indenture Trustee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation AgreementNote Holders, and shall be deemed to have representedrepresented and warranted (except as provided above), warranted and covenanted covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, Note Holders in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “Equipment Note "Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “Equipment Note "Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder Holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request from the registered holder Holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder Holder or holdersHolders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a Trust Indenture like aggregate principal amount unpaid portion of the Principal Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountunpaid portion of the Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s Holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Neither the Indenture Trustee nor the Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionPayment Date. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Indenture Trustee will promptly notify the Company Owner Trustee, the Owner Participant and Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Refunding Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation AgreementNote Holders, and shall be deemed to have represented, represented and warranted and covenanted to the parties to the Participation Refunding Agreement as to the matters represented, represented and warranted and covenanted by the Noteholders, including Subordination Agent in its capacity as the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) initial Holder of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor AgreementEquipment Notes. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon Trust Indenture transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have has been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section Sections 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section Sections 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder registered hereunder. Mortgagee shall have occurred. The keep the Equipment Note Register shall be kept at the its Corporate Trust Office of the Loan TrusteeOffice. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, specifying (in the case of a surrender for transfer, ) the name name(s) and address address(es) of the new holder or holdersholder(s). Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Borrower shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name name(s) of the designated transferee or transfereestransferee(s), one or more new Equipment Notes of an equal a like aggregate principal amount and of the same SeriesOriginal Amount. At the option of the NoteholderLender’s option, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Borrower shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Lender making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 2.6 or under Section 2.08 2.7 or otherwise under this IndentureMortgage) shall be the valid obligations of the Company Borrower evidencing the same respective obligations, and entitled to the same security and benefits under this IndentureMortgage, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Lender or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Borrower shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten10-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Borrower shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by Borrower with respect to such Equipment Note Note, and for all other purposes, until Borrower receives from Mortgagee a notice stating otherwise and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Borrower of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents this Mortgage and the Pass Through Documents Loan Agreement applicable to the Noteholders orLenders, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality including Sections 6 and 7.1 of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Loan Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Loan Agreement not as to give any direction to, or otherwise authorize, the matters covenanted by the original Lender in the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Lender and its transferee (if any) of the requirements set forth in this Section 2.07 2.6, Mortgagee and in Section 2.09, the Loan Trustee and the Company Borrower shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount and of the same SeriesOriginal Amount. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Owner Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner Trustee and the Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor AgreementNote Holders, and shall be deemed to have covenanted to the parties to the Intercreditor Participation Agreement not as to give any direction to, or otherwise authorize, the matters covenanted by the original Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of Participant in the Intercreditor Participation Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Owner Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Principal Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountPrincipal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Owner Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Indenture Trustee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Indenture Trustee will promptly notify the Company Owner Trustee, the Owner Participant and Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders orNote Holders, in the case of each Related Indentureincluding Sections 5, Related Noteholders7(a), and7(c), without limiting the generality of the foregoing7(g), any such transferee of an Equipment Note7(h), by its acceptance of an Equipment Note: (i7(n), 7(q), 7(u) agrees to the applicable provisions of Section 6.01and 7(z), Section 7.10 9, 12(a), 12(b), 14(b) and Section 7.11 of the Participation Agreement14(e), and shall be deemed to have representedrepresented and warranted (except as provided above), warranted and covenanted covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, Purchasers in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and the 16 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have has been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with 17 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section Sections 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section Sections 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Principal Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountPrincipal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Indenture Trustee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Indenture Trustee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation AgreementNote Holders, and shall be deemed to have representedrepresented and warranted (except as provided above), warranted and covenanted covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, Loan Participants in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Trustee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee shall 828 29 require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Owner Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee with respect to such Equipment Note and for all other purposes, and neither the Company nor purposes until a notice stating otherwise is received from the Loan Trustee shall be affected by any notice to and such change is reflected on the contraryEquipment Note Register. The Loan Trustee will promptly notify the Company Owner Trustee and the Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor AgreementNote Holders, and shall be deemed to have covenanted to the parties to the Intercreditor Participation Agreement not as to give any direction to, or otherwise authorize, the matters covenanted by the original Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of Participant in the Intercreditor Participation Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Trustee and the Company Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.. 829 30

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein providedNotes. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company Owner Trustee shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s 's attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act of 1933, as amended, and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company Owner Trustee and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have has been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company Owner Trustee nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company Owner Trustee, Owner Participant and Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Principal Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountPrincipal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-ten- day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Indenture Trustee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Indenture Trustee will promptly notify the Company Owner of each registration of a transfer of an a Equipment Note. Any such transferee of an a Equipment Note, by its acceptance of an a Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation AgreementNote Holders, and shall be deemed to have representedrepresented and warranted (except as provided above), warranted and covenanted covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, Purchasers in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten (10) Business Days of the date an a Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and Notes, the registration of transfers of Equipment Notes and a record of the dates and payments made with respect to the Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and Indenture and Security Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Indenture and Security Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “Equipment Note "Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “Equipment Note "Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder Holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request from the registered holder Holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder Holder or holdersHolders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount unpaid portion of the Principal Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountunpaid portion of the Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s Holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the Trust Indenture amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Neither the Indenture Trustee nor the Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionPayment Date. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Indenture Trustee will promptly notify the Company Owner Trustee, the Owner Participant and Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Refunding Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation AgreementNote Holders, and shall be deemed to have represented, represented and warranted and covenanted to the parties to the Participation Refunding Agreement as to the matters represented, represented and warranted and covenanted by the Noteholders, including Subordination Agent in its capacity as the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) initial Holder of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor AgreementEquipment Notes. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount and of the same SeriesOriginal Amount. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 2.06 or under Section 2.08 2.07 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.092.06, the Company Owner Trustee shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 2.04 or under Section 2.08 2.05 or otherwise under this Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s 's attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act of 1933, as amended, and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company Loan Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company Owner Trustee and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company Owner Trustee nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company Owner Trustee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 2.04 and in Section 2.092.06, the Loan Trustee and the Company Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “Equipment Note "Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “Equipment Note "Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder Holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request from the registered holder Holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder Holder or holdersHolders. Trust Indenture 43 - 38 - Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount unpaid portion of the Principal Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountunpaid portion of the Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s Holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Neither the Indenture Trustee nor the Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionPayment Date. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Indenture Trustee will promptly notify the Company Owner Trustee, the Owner Participant and Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Refunding Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation AgreementNote Holders, and shall be deemed to have represented, represented and warranted and covenanted to the parties to the Participation Refunding Agreement as to the matters represented, represented and warranted and covenanted by the Noteholders, including Subordination Agent in its capacity as the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) initial Holder of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor AgreementEquipment Notes. Subject to compliance by the Noteholder Note Holder and Trust Indenture 44 - 39 - its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount and of the same SeriesOriginal Amount. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly TABLE OF CONTENTS executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Owner Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner Trustee and the Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor AgreementNote Holders, and shall be deemed to have covenanted to the parties to the Intercreditor Participation Agreement not as to give any direction to, or otherwise authorize, the matters covenanted by the original Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of Participant in the Intercreditor Participation Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Owner Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) , agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly TRUST INDENTURE 2024-1 (AA and A) executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 this Trust Indenture and Section 7.11 of the Participation AgreementAgreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(iiSections 4.1(a)(i) and Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction todirection, or otherwise authorize, the Loan Trustee Mortgagee to take any action that would violate Section 4.01(a)(iiSections 4.1(a)(i) or Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon TRUST INDENTURE 2020-1 such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 this Trust Indenture and Section 7.11 of the Participation AgreementAgreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(iiSections 4.1(a)(i) and Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction todirection, or otherwise authorize, the Loan Trustee Mortgagee to take any action that would violate Section 4.01(a)(iiSections 4.1(a)(i) or Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes TRUST INDENTURE 22-1 (A and B) 15 which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 this Trust Indenture and Section 7.11 of the Participation AgreementAgreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(iiSections 4.1(a)(i) and Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction todirection, or otherwise authorize, the Loan Trustee Mortgagee to take any action that would violate Section 4.01(a)(iiSections 4.1(a)(i) or Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due OWNED AIRCRAFT INDENTURE 14 493 date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, this Indenture and the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders orNote Holders, in the case of each Related Indentureincluding Sections 6.3, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 6.4 and Section 7.11 of the Participation Agreement, 9.1 thereof and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 2.06 or under Section 2.08 2.07 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.issued

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder registered thereunder. Mortgagee shall have occurred. The keep the Equipment Note Register shall be kept at the its Corporate Trust Office of the Loan TrusteeOffice. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, specifying (in the case of a surrender for transfer, ) the name name(s) and address address(es) of the new holder or holdersholder(s). Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction for registration of Section 2.09transfer, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name name(s) of the designated transferee or transfereestransferee(s), one or more new Equipment Notes of an equal the same aggregate principal amount Original Amount and of the same Seriesseries, and dated the same date as the surrendered Equipment Note. At the option of the NoteholderNote Holder's option, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal the same aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section (S) 2.07 or under Section (S) 2.08 or otherwise under this IndentureMortgage) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this IndentureMortgage, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been interest was paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten10-day period preceding before the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Owner Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been is then issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by Owner Trustee with respect to such Equipment Note Note, and for all other purposes, until Owner Trustee receives from Mortgagee a notice stating otherwise and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner Trustee and Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor AgreementNote Holders, and shall be deemed to have covenanted to the parties to the Intercreditor Participation Agreement not as to give any direction to, or otherwise authorize, the matters covenanted by the original Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of Participant in the Intercreditor Participation Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 (S) 2.07, Mortgagee and in Section 2.09, the Loan Owner Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date after an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and Notes, the registration of transfers of Equipment Notes and a record of the dates and payments made with respect to the Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, this Trust Indenture and the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders orNote Holders, in the case of each Related Indentureincluding Sections 6.3, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 6.4 and Section 7.11 of the Participation Agreement, 9.1 thereof and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company Owner shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company Owner or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company Owner and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company Owner and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company Owner nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents Financing Agreements and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein providedNotes. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s 's attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act of 1933, as amended, and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.in

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 2.06 or under Section 2.08 2.07 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, this Indenture and the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders orNote Holders, in the case of each Related Indentureincluding Sections 5.3, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 5.4 and Section 7.11 of the Participation Agreement, 8.1 thereof and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.06, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes TRUST INDENTURE 14-1 which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 this Trust Indenture and Section 7.11 of the Participation AgreementAgreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(iiSections 4.1(a)(i) and Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction todirection, or otherwise authorize, the Loan Trustee Mortgagee to take any action that would violate Section 4.01(a)(iiSections 4.1(a)(i) or Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.Trust

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered surendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, this Indenture and the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders orNote Holders, in the case of each Related Indentureincluding Sections 5.3, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 5.4 and Section 7.11 of the Participation Agreement, 8.1 thereof and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 this Trust Indenture and Section 7.11 of the Participation AgreementAgreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and Agreement, (ii) agrees to the restrictions set forth in Section 4.01(a)(iiSections 4.1(a)(ii) and Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction todirection, or otherwise authorize, the Loan Trustee Mortgagee to take any action that would violate Section 4.01(a)(iiSections 4.1(a)(ii) or 4.1(a)(iii) of the Intercreditor Agreement, and (iii) agrees to the provisions of Section 4.01(a)(iii) 2.7 of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement to perform its obligations as a Note Holder under Section 2.7 of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Principal Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountPrincipal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Indenture Trustee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Indenture Trustee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the applicable Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case Note Holders of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation AgreementSeries, and shall be deemed to have representedrepresented and warranted (except as provided above), warranted and covenanted covenanted, to the parties to the applicable Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, Note Holders in the Participation Agreement and (ii) agrees relating to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreementapplicable Series. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Indenture Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Indenture Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Indenture Trustee. The Loan Indenture Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Indenture Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Principal Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountPrincipal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Indenture Trustee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Indenture Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Principal Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Indenture Trustee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Indenture Trustee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation AgreementNote Holders, and shall be deemed to have representedrepresented and warranted (except as provided above), warranted and covenanted covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, Loan Participants in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.07, the Loan Indenture Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.this

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during , and all payments of the ten-day period preceding the due date of any payment Original Amount marked on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an new Equipment Note, by its acceptance of an Equipment Noteas provided above, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and been made thereon. The Owner shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.be

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have has been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] Sections 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section Sections 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein providedNotes. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s 's attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act of 1933, as amended, and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have has been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholder’s holder s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Owner Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner Trustee and the Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor AgreementNote Holders, and shall be deemed to have covenanted to the parties to the Intercreditor Participation Agreement not as to give any direction to, or otherwise authorize, the matters covenanted by the original Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of Participant in the Intercreditor Participation Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Owner Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder registered hereunder. Mortgagee shall have occurred. The keep the Equipment Note Register shall be kept at the its Corporate Trust Office of the Loan TrusteeOffice. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, specifying (in the case of a surrender for transfer, ) the name name(s) and address address(es) of the new holder or holdersholder(s). Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name name(s) of the designated transferee or transfereestransferee(s), one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder's option, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 (S) 2.06 or under Section 2.08 (S) 2.07 or otherwise under this IndentureMortgage) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this IndentureMortgage, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten10-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by Owner with respect to such Equipment Note Note, and for all other purposes, until Owner receives from Mortgagee a notice stating otherwise and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, this Mortgage and the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders orNote Holders, in the case of each Related Indentureincluding (S) 5.3, Related Noteholders(S) 5.4, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: and (iS) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 8.1 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Participation Agreement not as to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of matters covenanted by the Intercreditor original Note Holder in the Participation Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 (S) 2.06, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee shall provide for the registration of Equipment Notes and Notes, the registration of transfers of Equipment Notes and a record of the dates and payments made with respect to the Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09, the Company shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal aggregate principal amount and of the same Series. At the option of the Noteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal aggregate principal amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder making the exchange is entitled to receive. All Equipment 18 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.] Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 or otherwise under this Indenture) shall be the valid obligations of the Company evidencing the same respective obligations, and entitled to the same security and benefits under this Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange. 19 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.]

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes TRUST INDENTURE 16-1 which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholderholder’s attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 this Trust Indenture and Section 7.11 of the Participation AgreementAgreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(iiSections 4.1(a)(i) and Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction todirection, or otherwise authorize, the Loan Trustee Mortgagee to take any action that would violate Section 4.01(a)(iiSections 4.1(a)(i) or Section 4.01(a)(iii4.1(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Trustee and the Company Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Owner Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner Trustee and the Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor AgreementNote Holders, and shall be deemed to have covenanted to the parties to the Intercreditor Participation Agreement not as to give any direction to, or otherwise authorize, the matters covenanted by the original Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of Participant in the Intercreditor Participation Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 2.07, Mortgagee and in Section 2.09, the Loan Owner Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “Equipment Note Register”) in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “Equipment Note Registrar” for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 2.06 or under Section 2.08 2.07 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, duly executed by the Noteholder or such Noteholder’s attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state or jurisdiction. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which such amounts shall have been paid on such old Equipment Note. The Company shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemption. The Company and the Loan Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice to the contrary. The Loan Trustee will promptly notify the Company of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to the Noteholders or, in the case of each Related Indenture, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 and Section 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.the

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee Mortgagee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee Mortgagee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan TrusteeMortgagee. The Loan Trustee Mortgagee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Series. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner shall execute, and the Loan Trustee Mortgagee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan TrusteeMortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Mortgagee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee Mortgagee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Trustee Owner shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner with respect to such Equipment Note and for all other purposes, purposes until a notice stating otherwise is received from the Mortgagee and neither such change is reflected on the Company nor the Loan Trustee shall be affected by any notice to the contraryEquipment Note Register. The Loan Trustee Mortgagee will promptly notify the Company Owner of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, this Trust Indenture and the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders orNote Holders, in the case of each Related Indentureincluding Sections 6.3, Related Noteholders, and, without limiting the generality of the foregoing, any such transferee of an Equipment Note, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.01, Section 7.10 6.4 and Section 7.11 of the Participation Agreement, 9.1 thereof and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, original Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.09, the Loan Trustee and the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.this

Registration, Transfer and Exchange of Equipment Notes. The Loan Trustee shall keep a register or registers (the “"Equipment Note Register”") in which the Loan Trustee shall provide for the registration of Equipment Notes and the registration of transfers of Equipment Notes. No such transfer shall be given effect unless and until registration hereunder shall have occurred. The Equipment Note Register shall be kept at the Corporate Trust Office of the Loan Trustee. The Loan Trustee is hereby appointed “"Equipment Note Registrar” " for the purpose of registering Equipment Notes and transfers of Equipment Notes as herein provided. A holder of any Equipment Note intending to exchange or transfer such Equipment Note shall surrender such Equipment Note to the Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note of the same SeriesNote, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. Upon surrender for registration of transfer of any Equipment Note and subject to satisfaction of Section 2.09Note, the Company Owner Trustee shall execute, and the Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of an equal a like aggregate principal amount Original Amount and of the same Seriesseries. At the option of the NoteholderNote Holder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of an equal a like aggregate principal amountOriginal Amount, upon surrender of the Equipment Notes to be exchanged to the Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Company Owner Trustee shall execute, and the Loan Trustee shall authenticate and deliver, the Equipment Notes which the Noteholder Note Holder making the exchange is entitled to receive. All Equipment Notes issued upon any registration of transfer or exchange of Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Company Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Trust Indenture, as the Equipment Notes surrendered upon such registration of transfer or exchange. Every Equipment Note presented or surrendered for registration of transfer transfer, shall (if so required by the Company or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Loan Trustee, Trustee duly executed by the Noteholder Note Holder or such Noteholder’s holder's attorney duly authorized in writing, and the Company and the Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act Act, and the securities laws Laws of any applicable state or jurisdictionstate. The Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of principal amount Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Principal, interest and all other amounts Interest shall be deemed to have been paid on such new Equipment Note to the date on which such amounts interest shall have been paid on such old Equipment Note, and all payments of the Original Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Company Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above (a) during the ten-day period preceding the due date of any payment on such Equipment Note or (b) that has been called for redemptionNote. The Company and the Loan Owner Trustee shall in all cases deem and treat the Person in whose name any Equipment Note shall have been issued and registered on the Equipment Note Register as the absolute owner and the Noteholder holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee with respect to such Equipment Note and for all other purposes, and neither the Company nor purposes until a notice stating otherwise is received from the Loan Trustee shall be affected by any notice to and such change is reflected on the contraryEquipment Note Register. The Loan Trustee will promptly notify the Company Owner Trustee, the Owner Participant and Lessee of each registration of a transfer of an Equipment Note. Any such transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of the Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents Agreement applicable to the Noteholders orNote Holders, in the case of each Related Indenture, Related Noteholders, andincluding, without limiting the generality of the foregoinglimitation, any such transferee of an Equipment NoteSections 6.5, by its acceptance of an Equipment Note: (i) agrees to the applicable provisions of Section 6.017.5, Section 7.10 7.6 and Section 7.11 of the Participation Agreement10, and shall be deemed to have representedrepresented and warranted (except as provided above), warranted and covenanted covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, as provided in the Participation Agreement and (ii) agrees to the restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Intercreditor Agreement not to give any direction to, or otherwise authorize, the Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Noteholder Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07 and in Section 2.092.08, the Loan Trustee and the Company Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within ten 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.