Common use of Equipment Notes; Title and Terms Clause in Contracts

Equipment Notes; Title and Terms. The Equipment Notes shall be issued in three separate series (or, if Series D Equipment Notes are issued, four separate series) designated as Series A, Series B, Series C and, if issued, Series D, shall be dated the applicable Issuance Date with respect to such Series, and shall be in the maturities and principal amounts and shall bear interest as specified in Exhibit B-1, X-0, X-0 xx, if Series D Equipment Notes are issued, B-4, as the case may be. Each Series A, Series B and Series C Equipment Note shall be issued to the Subordination Agent as nominee for the Pass Through Trustee under the applicable Pass Through Trust Agreement. The Issuance Date for the Series A, Series B and Series C Equipment Notes will be the Closing Date. Owner shall have the option to issue the Series D Equipment Notes at any time at or after the Closing Date, subject to compliance with the applicable terms of the Intercreditor Agreement. In the event Owner exercises such option to issue the Series D Equipment Notes, the parties hereto agree to execute and deliver a supplement to this Agreement specifying the original principal amount, maturity date, Series D Margin and Amortization Schedule necessary to complete Exhibit B-4 with respect to such Series and otherwise amending this Agreement as may be necessary or reasonably appropriate in connection with such issuance but without affecting the rights of the holders of Series A, Series B or Series C Equipment Notes. Each Series of Equipment Notes shall bear interest at the Applicable Rate for such Series (calculated on the basis of a year of 360 days and the actual number of days elapsed) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Interest Payment Date until maturity. The principal of each Equipment Note shall be payable in installments, on each Payment Date, in amounts equal to the Amortization Amount for such Payment Date. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid principal amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days and the actual number of days elapsed) on any part of the principal amount, Break Amount, if any, Make-Whole Amount, if any, and, to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether as stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled

Equipment Notes; Title and Terms. The Equipment Notes shall be issued in three four separate series (or, if Series D Equipment Notes are issued, four five separate series) designated as Series AA-1, Series A-2, Series B, Series C and, if issued, Series D, shall be dated the applicable Issuance Date with respect to such Series, and shall be in the maturities and principal amounts and shall bear interest as specified in Exhibit B-1, X-0, X-0, X-0 xx, if Series D Equipment Notes are issued, B-4B-5, as the case may be. Each Series AA-1, Series Xxxxxx X-0, Xxries B and Series C Equipment Note shall be issued to the Subordination Agent as nominee for the Pass Through Trustee under the applicable Pass Through Trust Agreement. The Issuance Date for the Series AA-1, Series A-2, Series B and Series C Equipment Notes will be the Closing Date. Owner shall have the option to issue the Series D Equipment Notes at any time at or after the Closing Date, subject to compliance with the applicable terms of the Intercreditor Agreement. In the event Owner exercises such option to issue the Series D Equipment Notes, the parties hereto agree to execute and deliver a supplement to this Agreement specifying the original principal amount, maturity date, Series D Margin and Amortization Schedule necessary to complete Exhibit B-4 with respect to such Series and otherwise amending this Agreement as may be necessary or reasonably appropriate in connection with such issuance but without affecting the rights of the holders of Series A, Series B or Series C Equipment Notes. Each Series of Equipment Notes shall bear interest at the Applicable Debt Rate for such Series (calculated on the basis of a year of 360 days and the actual number comprised of days elapsed30-day months) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Interest Payment Date until maturity. The principal of each the Series A-1 and Series D Equipment Note Notes shall be payable in installments, on each Payment Date, in amounts equal to the Amortization Amount for such Payment Date. The principal of the Series A-2, Series B and Series C Equipment Notes shall be payable in one installment on April 1, 2011, October 1, 2009 and October 1, 2005 respectively. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid principal amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days and the actual number comprised of days elapsed30-day months) on any part of the principal amount, Break Amount, if any, Make-Whole Amount, if any, and, to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether as stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduledscheduled date but shall be made on the next succeeding Business Day and, if such payment is made on such next succeeding Business Day, no additional interest shall accrue on the amount of such payment during such extension. The Equipment Notes are not redeemable or subject to purchase prior to maturity except as provided in this Agreement.

Equipment Notes; Title and Terms. The Equipment Notes -------------------------------- shall be issued in three four separate series (or, if Series D Equipment Notes are issued, four five separate series) designated as Series AA-1, Series A-2, Series B, Series C C-2 and, if issued, Series D, shall be dated the applicable Issuance Date with respect to such Series, and shall be in the maturities and principal amounts and shall bear interest as specified in Exhibit B-1X-0, X-0, X-0, X-0 xxor, if Series D Equipment Notes are issued, B-4B-5, as the case may be. Each Series AX- 0, Series A-2, Series B and [Trust Indenture and Mortgage ([___________])] Series C C-2 Equipment Note shall be issued to the Subordination Agent as nominee for the Pass Through Trustee under the applicable Pass Through Trust Agreement. The Issuance Date for the Series AA-1, Series A-2, Series B and Series C C-2 Equipment Notes will be the Closing Date. Owner shall have the option to issue the Series D Equipment Notes at any time at or after the Closing Date, subject to compliance with the applicable terms of the Intercreditor Agreement. In the event Owner exercises such option to issue the Series D Equipment Notes, the parties hereto agree to execute and deliver a supplement to this Agreement specifying the original principal amount, maturity date, Series D Margin and Amortization Schedule necessary to complete Exhibit B-4 with respect to such Series and otherwise amending this Agreement as may be necessary or reasonably appropriate in connection with such issuance but without affecting the rights of the holders of Series A, Series B or Series C Equipment Notes. Each Series of Equipment Notes shall bear interest at the Applicable Debt Rate for such Series (calculated on the basis of a year of 360 days and the actual number comprised of days elapsed30- day months) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Interest Payment Date until maturity. The principal of each the Series A-1, Series B, Series C-2 and Series D Equipment Note Notes shall be payable in installments, on each Payment Date, in amounts equal to the Amortization Amount for such Payment Date. The principal of the Series A-2 Equipment Notes shall be payable in one installment on July 1, 2010. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid principal amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days and the actual number comprised of days elapsed30-day months) on any part of the principal amount, Break Amount, if any, Make-Whole Amount, if any, and, to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether as stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduledscheduled date but shall be made on the next succeeding Business Day and, if such payment is made on such next succeeding Business Day, no additional interest shall accrue on the amount of such payment during such extension. The Equipment Notes are not redeemable or subject to purchase prior to maturity except as provided in this Agreement.

Equipment Notes; Title and Terms. The Equipment Notes shall -------------------------------- be issued in three up to six separate series (or, if Series D Equipment Notes are issued, four separate series) designated as Series AA-1, Series A-2, Series A-3, Series B, Series C and, if issued, and Series D, as applicable, shall be dated the applicable Issuance Date with respect to such Series, and shall be in the maturities and principal amounts and shall bear interest as specified in Exhibit B-1X-0, X-0, X-0, X-0, X-0 xx, if Series D Equipment Notes are issued, B-4or B-6, as the case may be. Each Series AX-0, Xxxxxx X-0, Series B A-3, Series B, Series C and Series C D Equipment Note Note, as applicable, shall be issued to the Subordination Agent as nominee for the Pass Through Trustee under the applicable Pass Through Trust Agreement. The Issuance Date for the Series AA-1, Series B A-2, Series A-3, Series B, Series C and Series C D Equipment Notes will be the Closing Date. Owner shall have the option to issue the Series D Equipment Notes at any time at or after the Closing Date, subject to compliance with the applicable terms of the Intercreditor Agreement. In the event Owner exercises such option to issue the Series D Equipment Notes, the parties hereto agree to execute and deliver a supplement to this Agreement specifying the original principal amount, maturity date, Series D Margin and Amortization Schedule necessary to complete Exhibit B-4 with respect to such Series and otherwise amending this Agreement as may be necessary or reasonably appropriate in connection with such issuance but without affecting the rights of the holders of Series A, Series B or Series C Equipment Notes. Each Series of Equipment Notes shall bear interest at the Applicable Debt Rate for such Series (calculated on the basis of a year of 360 days and the actual number comprised of days elapsed30-day months) on the unpaid principal amount thereof from time to time outstanding, payable in arrears on each Interest Payment Date until maturity. The principal of each Equipment Note the Series A-1 shall be payable in installments, on each Payment Date, in amounts equal to the Amortization Amount for such Payment Date. The principal of the Series A-2, Series A-3, Series B, Series C and Series D Equipment Notes, as applicable, shall be payable in one installment as indicated in Exhibit X-0, X-0, X-0, X-0 and B-6 respectively. Notwithstanding the foregoing, the final payment made under each Equipment Note shall be in an amount sufficient to discharge in full the unpaid principal amount and all accrued and unpaid interest on, and any other amounts due under, such Equipment Note. Each Equipment Note shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days and the actual number comprised of days elapsed30-day months) on any part of the principal amount, Break Amount, if any, Make-Whole Amount, if any, and, to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether as stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduledscheduled date but shall be made on the next succeeding Business Day and, if such payment is made on such next succeeding Business Day, no additional interest shall accrue on the amount of such payment during such extension. The Equipment Notes are not redeemable or subject to purchase prior to maturity except as provided in this Agreement.