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

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "Equipment Note Register") in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "Equipment Note Register") in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 this Trust Indenture and the Participation Agreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant Note Holder in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Security Agent shall keep a register (the "“Equipment Note Register"”) in which the Mortgagee 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 Mortgageeits Administrative Office. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee Borrower shall execute, and the Mortgagee 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 a like aggregate Original Amount and of the same seriesAmount. At the option of the Note HolderLender’s option, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Security Agent at the Corporate Trust its Administrative Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Borrower shall execute, and the Mortgagee Security Agent shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof 2.7 or otherwise under this Trust IndentureMortgage) shall be the valid obligations of the Owner Trustee Borrower evidencing the same respective obligations, and entitled to the same security and benefits under this Trust 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 MortgageeSecurity 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 Mortgagee Security Agent duly executed by the Note Holder Lender or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Security Agent shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee Security Agent shall not be required to exchange any surrendered Equipment Notes as provided above during the ten10-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee Borrower and Security Agent shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee Borrower with respect to such Equipment Note Note, and for all purposes other purposes, until Borrower receives from Security Agent a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee Security Agent will promptly notify the Owner Trustee and the Lessee 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder Lender and its transferee (if any) of the requirements set forth in this Section 2.072.6, Mortgagee Security Agent and Owner Trustee Borrower shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee Indenture Trustee and such change is reflected on the Equipment Note Register. The Mortgagee Indenture Trustee will promptly notify the 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, (i) agrees to the provisions of this Trust Indenture and the Participation Agreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.1(a)(i) and 4.1(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, or otherwise authorize, the Indenture Trustee to take any action that would violate Sections 4.1(a)(i) or 4.1(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.072.06, Mortgagee the Indenture Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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, (i) agrees to the provisions of this Trust Indenture and the Participation Agreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.1(a)(i) and 4.1(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, or otherwise authorize, the Mortgagee to take any action that would violate Sections 4.1(a)(i) or 4.1(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "Equipment Note Register") in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holderNoteholder's attorney duly authorized in writing, and the Mortgagee Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities ActAct of 1933, as amended, and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 Participation Agreement Operative Documents applicable to Note HoldersNoteholders, 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 original Loan Participant Noteholders, including the Pass Through Trustees, in the Participation Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original unpaid portion of the Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original unpaid portion of the Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 or exchange shall (if so required by the MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holderHolder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Neither the Indenture Trustee nor the Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment NotePayment Date. The Owner Indenture Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the Owner Trustee Trustee, the Owner Participant 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 Participation Refunding Agreement applicable to Note Holders, and shall be deemed to have covenanted represented and warranted to the parties to the Participation Refunding Agreement as to the matters covenanted represented and warranted by the original Loan Participant Subordination Agent in its capacity as the Participation Agreementinitial Holder of the Equipment Notes. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "Equipment Note Register") in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 Mortgagee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holderNoteholder's attorney duly authorized in writing, and the Mortgagee Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities ActAct of 1933, as amended, and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 Participation Agreement Operative Documents applicable to Note HoldersNoteholders, 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 original Loan Participant Noteholders, including Pass Through Trustees, in the Participation Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee Indenture Trustee and such change is reflected on the Equipment Note Register. The Mortgagee Indenture Trustee will promptly notify the Owner Trustee Trustee, the Owner Participant 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 Participation Agreement applicable to Note Holders, including Sections 5, 7(a), 7(c), 7(g), 7(h), 7(k), 7(n), 7(r) and 7(w), 9, 12(a), 12(b), 14(b) and 14(e), and shall be deemed to have covenanted represented and warranted (except as provided above), and covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the original Loan Participant Purchasers in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.Notes

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee Indenture Trustee and such change is reflected on the Equipment Note Register. The Mortgagee Indenture Trustee will promptly notify the Owner Trustee Trustee, the Owner Participant 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 Participation Agreement applicable to Note Holders, including Sections 5, 7(a), 7(c), 7(g), 7(h), 7(m), 7(q), 7(u) and 7(z), 9, 12(a), 12(b), 14(b) and 14(e), and shall be deemed to have covenanted represented and warranted (except as provided above), and covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the original Loan Participant Purchasers in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original unpaid portion of the Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original unpaid portion of the Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 or exchange shall (if so required by the MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holderHolder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Neither the Indenture Trustee nor the Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment NotePayment Date. The Owner Indenture Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the Owner Trustee Trustee, the Owner Participant 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 Participation Refunding Agreement applicable to Note Holders, and shall be deemed to have covenanted represented and warranted to the parties to the Participation Refunding Trust Indenture Agreement as to the matters covenanted represented and warranted by the original Loan Participant Subordination Agent in its capacity as the Participation Agreementinitial Holder of the Equipment Notes. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Principal Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee Indenture Trustee and such change is reflected on the Equipment Note Register. The Mortgagee Indenture Trustee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted represented and warranted (except as provided above), and covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the original Loan Participant Note Holders in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 MortgageeOffice. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee Borrower shall execute, and the Mortgagee shall authenticate and deliver, in the name name(s) of the designated transferee or transfereestransferee(s), one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesAmount. At the option of the Note HolderLender’s option, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Borrower shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof 2.7 or otherwise under this Trust IndentureMortgage) shall be the valid obligations of the Owner Trustee Borrower evidencing the same respective obligations, and entitled to the same security and benefits under this Trust 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder Lender or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee Borrower shall not be required to exchange any surrendered Equipment Notes as provided above during the ten10-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee Borrower shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee Borrower with respect to such Equipment Note Note, and for all purposes other purposes, until Borrower receives from Mortgagee a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the Owner Trustee and the Lessee 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 this Mortgage and the Participation Loan Agreement applicable to Note HoldersLenders, including Sections 6 and 7.1 of the Loan Agreement, and shall be deemed to have covenanted to the parties to the Participation Loan Agreement as to the matters covenanted by the original Loan Participant Lender in the Participation Loan Agreement. Subject to compliance by the Note Holder Lender and its transferee (if any) of the requirements set forth in this Section 2.072.6, Mortgagee and Owner Trustee Borrower shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered Indenture and Security Agreement (2019-1 EETC) N976JT holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee Company and Loan Trustee shall require evidence satisfactory to it Company as to the compliance of any such transfer with the Securities Act, Act and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts have been paid on such old Equipment Note, . Company 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee Company of each registration of a transfer of an Equipment Note. Any such Indenture and Security Agreement (2019-1 EETC) N976JT transferee of an Equipment Note, by its acceptance of an Equipment Note, agrees to the provisions of this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Section 4.01(a)(ii) or 4.01(a)(iii) of the matters covenanted by the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of ‎Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee Company and Loan Trustee shall require evidence satisfactory to it Company as to the compliance of any such transfer with the Securities Act, Act and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts have been paid on such old Equipment Note, . Company 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Section 4.01(a)(ii) or 4.01(a)(iii) of the matters covenanted by the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.07‎Section 2.07 and in ‎Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "Equipment Note Register") in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesAmount. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "Equipment Note Register") in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee Mortgagor shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 this Trust Indenture and the Participation Agreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant Note Holder in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee Indenture Trustee and such change is reflected on the Equipment Note Register. The Mortgagee Indenture Trustee will promptly notify the Owner Trustee Trustee, the Owner Participant 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 Participation Agreement applicable to Note Holders, including Sections 5, 7(a), 7(c), 7(g), 7(h), 7(n), 7(q), 7(u) and 7(z), 9, 12(a), 12(b), 14(b) and 14(e), and shall be deemed to have covenanted represented and warranted (except as provided above), and covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the original Loan Participant Purchasers in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and Indenture and Security Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 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 applicable as to Note Holdersthe 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a Trust Indenture like aggregate Original unpaid portion of the Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original unpaid portion of the Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 or exchange shall (if so required by the MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holderHolder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Neither the Indenture Trustee nor the Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment NotePayment Date. The Owner Indenture Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the Owner Trustee Trustee, the Owner Participant 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 Participation Refunding Agreement applicable to Note Holders, and shall be deemed to have covenanted represented and warranted to the parties to the Participation Refunding Agreement as to the matters covenanted represented and warranted by the original Loan Participant Subordination Agent in its capacity as the Participation Agreementinitial Holder of the Equipment Notes. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon Trust Indenture transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee agrees with the Owner Trustee that the Indenture Trustee shall keep a register (herein sometimes referred to as the "Equipment Note Register") in which the Mortgagee -------- 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 Mortgagee. The Mortgagee Indenture Trustee is hereby appointed the "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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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 NoteNote at the Indenture Trustee's Corporate Trust Department, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesprincipal amount. At the option of the Note HolderNoteholder, its Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations denominations, of a like aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee 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 Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the 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 or exchange, shall (if so required by the MortgageeOwner Trustee or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Owner Trustee and the Indenture Trustee duly executed by the Note Holder Noteholder thereof or such holder's his attorney duly authorized in writing, and the Mortgagee shall Indenture Trustee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note or Equipment Notes of the amount of all payments of Original Amount principal 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Indenture Trustee shall not be required to register the transfer or exchange of any surrendered Equipment Notes as above provided above during the ten-day ten (10) Business Day period preceding the due date of any payment on such Equipment NoteNotes. Any Noteholder may transfer any or all of its Equipment Notes to any Person other than the Lessee or its Affiliates. The Owner Trustee and the Indenture Trustee shall in all cases deem treat the Person in whose name any each Equipment Note shall have been issued and is registered on the Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee Noteholder with respect to such Equipment Note and thereto for all purposes hereof until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Registerdue presentment for registration of transfer as provided in this Section 2.07. The Mortgagee will promptly notify the Owner Indenture Trustee and shall give the Lessee and each Noteholder prompt notice of each registration of a such transfer of an Equipment NoteNote under this Section 2.07. Any such transferee Each holder of an Equipment Note, by its acceptance thereof, agrees that any transfer of any Equipment Note acquired by it hereunder shall not be effected unless the transferee shall have delivered to the 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 Participation Agreement and, notwithstanding the above, such transferee by its acceptance of an Equipment Note, agrees Note shall be deemed to have made such a representation and (ii) an agreement to be bound by and comply with the provisions of the Participation Agreement applicable and this Indenture binding on a Loan Participant and, notwithstanding the above (but without derogation to the requirements for delivery of such agreement), such transferee by its acceptance of an Equipment Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder made such representations and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchangesuch agreement.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.this

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Indenture and Security Agreement (2011-1 EETC) [Reg. No.] Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee Company and 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii) Indenture and Security Agreement (2011-1 EETC) [Reg. No.] and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Sections 4.01(a)(ii) or 4.01(a)(iii) of the matters covenanted by the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 MortgageeLoan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee Loan Trustee and such change is reflected on the Equipment Note Register. The Mortgagee Loan Trustee will promptly notify the Owner Trustee Trustee, the Owner Participant 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 Participation Agreement applicable to Note Holders, including, without limitation, Sections 6.5, 7.5, 7.6 and 10, and shall be deemed to have covenanted represented and warranted (except as provided above), and covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the original Loan Participant as provided in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.072.08, Mortgagee the Loan Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 Indenture and Security Agreement (American Airlines 2017-1 Aircraft EETC) [Reg. No.] registration of transfer shall (if so required by the MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 applicable as to Note Holdersthe 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange. Indenture and Security Agreement (American Airlines 2017-1 Aircraft EETC) [Reg. No.]

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company evidencing the same respective obligations, and entitled N360DN 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 MortgageeCompany or Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee Company and Loan Trustee shall require evidence satisfactory to it Company as to the compliance of any such transfer with the Securities Act, Act and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts have been paid on such old Equipment Note, . Company 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Section 4.01(a)(ii) or 4.01(a)(iii) of the matters covenanted by the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.. Indenture and Security Agreement (2019-1 EETC) N360DN

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company evidencing the same respective obligations, and entitled N103DU 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 MortgageeCompany or Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee Company and Loan Trustee shall require evidence satisfactory to it Company as to the compliance of any such transfer with the Securities Act, Act and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts have been paid on such old Equipment Note, . Company 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Section 4.01(a)(ii) or 4.01(a)(iii) of the matters covenanted by the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.. Indenture and Security Agreement (2019-1 EETC) N103DU

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Indenture and Security Agreement (American Airlines 2013-2 Aircraft EETC) N907AN Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 applicable as to Note Holdersthe matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the Indenture and Security Agreement (American Airlines 2013-2 Aircraft EETC) N907AN 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be BACK accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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, (i) agrees to the provisions of this Trust Indenture and the Participation Agreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant Note Holder in the Participation Agreement, (ii) agrees to the restrictions set forth in Sections 4.1(a)(ii) and 4.1(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, or otherwise authorize, the Mortgagee to take any action that would violate Sections 4.1(a)(ii) or 4.1(a)(iii) of the Intercreditor Agreement, and (iii) agrees to the provisions of Section 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 Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a Trust Indenture 40 - 35 - like aggregate Original unpaid portion of the Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original unpaid portion of the Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 or exchange shall (if so required by the MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holderHolder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Neither the Indenture Trustee nor the Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment NotePayment Date. The Owner Indenture Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the Owner Trustee Trustee, the Owner Participant 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 Participation Refunding Agreement applicable to Note Holders, and shall be deemed to have covenanted represented and warranted to the parties to the Participation Refunding Agreement as to the matters covenanted represented and warranted by the original Loan Participant Subordination Agent in its capacity as the Participation Agreementinitial Holder of the Equipment Notes. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Principal Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee Indenture Trustee and such change is reflected on the Equipment Note Register. The Mortgagee Indenture Trustee will promptly notify the 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 applicable Participation Agreement applicable to Note HoldersHolders of such Series, and shall be deemed to have covenanted represented and warranted (except as provided above), and covenanted, to the parties to the applicable Participation Agreement as to the matters represented, warranted and covenanted by the original Loan Participant Note Holders in the Participation AgreementAgreement relating to the applicable Series. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee Company and Loan Trustee shall require evidence satisfactory to it Company as to the compliance of any such transfer with the Securities Act, Act and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts have been paid on such old Equipment Note, . Company 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 Owner Trustee 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 NoteNote or (b) that has been called for Indenture and Security Agreement (2020-1 EETC) N2002J redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Section 4.01(a)(ii) or 4.01(a)(iii) of the matters covenanted by the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment N626QX Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee Company and Loan Trustee shall require evidence satisfactory to it Company as to the compliance of any such transfer with the Securities Act, Act and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts have been paid on such old Equipment Note, . Company 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 this Indenture, the Related Indentures, the Participation Agreement, the Company Guarantee, the other Operative Documents and the Pass Through Documents applicable to 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Section 4.01(a)(ii) or 4.01(a)(iii) of the matters covenanted by the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.. Indenture and Security Agreement (2020-1 EETC) N626QX

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly Indenture and Security Agreement (American Airlines 2014-1 Aircraft EETC) [Reg. No.] authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 applicable as to Note Holdersthe 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the tenTRUST INDENTURE 2013-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.1

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee Company and 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original Amount principal amount previously made on the old Equipment Note or Equipment Notes with respect to Indenture and Security Agreement (2009-1 EETC) [Reg. No.] which such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Sections 4.01(a)(ii) or 4.01(a)(iii) of the matters covenanted by the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original AmountAmount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of Original Amount previously made on the old Equipment Note or Equipment Notes with respect to which such new Equipment Note is issued [Trust Indenture and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee Mortgage (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.NXXXUA)]

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesAmount. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original AmountAmount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, [Trust Indenture 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee Mortgage (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.NXXXUA)]

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original unpaid portion of the Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original unpaid portion of the Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 or exchange shall (if so required by the MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holderHolder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.such

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee Indenture Trustee and such change is reflected on the Equipment Note Register. The Mortgagee Indenture Trustee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted represented and warranted (except as provided above), and covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the original Loan Participant Participants in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder of such Equipment Note for the purpose of receiving payment of all amounts payable by the Owner Trustee with 17 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] respect to such Equipment Note and for all purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe 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 Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee Indenture Trustee and such change is reflected on the Equipment Note Register. The Mortgagee Indenture Trustee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted represented and warranted (except as provided above), and covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the original Loan Participant Participants in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten (10) Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original unpaid portion of the Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original unpaid portion of the Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 or exchange shall (if so required by the MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holderHolder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the Trust Indenture amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Neither the Indenture Trustee nor the Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment NotePayment Date. The Owner Indenture Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the Owner Trustee Trustee, the Owner Participant 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 Participation Refunding Agreement applicable to Note Holders, and shall be deemed to have covenanted represented and warranted to the parties to the Participation Refunding Agreement as to the matters covenanted represented and warranted by the original Loan Participant Subordination Agent in its capacity as the Participation Agreementinitial Holder of the Equipment Notes. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Indenture and Security Agreement (2011-1 EETC) [Reg. No.] Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee Company and 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Sections 4.01(a)(ii) or 4.01(a)(iii) of the matters covenanted by the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any Indenture and Security Agreement (2011-1 EETC) [Reg. No.] transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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, (i) agrees to the provisions of this Trust Indenture and the Participation Agreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.1(a)(i) and 4.1(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, or otherwise authorize, the Mortgagee to take any action that would violate Sections 4.1(a)(i) or 4.1(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original AmountAmount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 this Indenture and the Participation Agreement applicable to Note Holders, including Sections 5.3, 5.4 and 8.1 thereof and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant Note Holder in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.072.06, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original AmountAmount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.Trust

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts 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 Owner Trustee 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 NoteNote or (b) that Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] Exhibit 4.9 has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe 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 Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "Equipment Note Register") in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.purposes

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 Indenture and Security Agreement (American Airlines 2013-1 Aircraft EETC) N936AN securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 applicable as to Note Holdersthe 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesAmount. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly TABLE OF CONTENTS executed by the Note Holder or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 Indenture and Security Agreement (American Airlines 2017-2 Aircraft EETC) [Reg. No.] registration of transfer shall (if so required by the MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 applicable as to Note Holdersthe 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange. Indenture and Security Agreement (American Airlines 2017-2 Aircraft EETC) [Reg. No.]

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote of the same Series, specifying, in the case of a surrender for transfer, the name and [Reg. No.] address of the new holder or holders. Upon surrender for registration of transfer of any Equipment NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 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 [Reg. No.] Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe 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 Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s Indenture and Security Agreement (2020-1 EETC) N822NW attorney duly authorized in writing, and the Mortgagee Company and Loan Trustee shall require evidence satisfactory to it Company as to the compliance of any such transfer with the Securities Act, Act and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts have been paid on such old Equipment Note, . Company 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Section 4.01(a)(ii) or 4.01(a)(iii) of the matters covenanted by the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original unpaid portion of the Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original unpaid portion of the Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 or exchange shall (if so required by the MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.,

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original Amount principal amount previously made on the old Equipment Note or Equipment Notes with respect to which Indenture and Security Agreement (American Airlines 2013-1 Aircraft EETC) [Reg. No.] such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 applicable as to Note Holdersthe 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee Indenture Trustee and such change is reflected on the Equipment Note Register. The Mortgagee Indenture Trustee will promptly notify the Owner Trustee Trustee, the Owner Participant and the Lessee 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 Participation Agreement applicable to Note Holders, including Sections 5, 7(a), 7(c), 7(g), 7(h), 7(i), 7(n), 7(q), 7(u) and 7(z), 9, 12(a), 12(b), 14(b) and 14(e), and shall be deemed to have covenanted represented and warranted (except as provided above), and covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the original Loan Participant Purchasers in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 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 Mortgagee Loan Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 MortgageeLoan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee Loan Trustee shall 828 29 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. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee Loan Trustee and such change is reflected on the Equipment Note Register. The Mortgagee Loan Trustee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee Loan Trustee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 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 Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Indenture and Security Agreement (American Airlines 2011-2 Aircraft EETC) [Reg. No.] 17 Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 applicable as to Note Holdersthe 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 Indenture and Security Agreement (American Airlines 2011-2 Aircraft EETC) [Reg. No.] 18 Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to Indenture and Security Agreement (American Airlines 2017-2 Aircraft EETC) [Reg. No.] the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 applicable as to Note Holdersthe 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.the

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company evidencing the same respective obligations, and entitled to the N801DZ 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 MortgageeCompany or Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee Company and Loan Trustee shall require evidence satisfactory to it Company as to the compliance of any such transfer with the Securities Act, Act and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts have been paid on such old Equipment Note, . Company 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 this Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents applicable to 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Section 4.01(a)(ii) or 4.01(a)(iii) of the matters covenanted by the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.. N801DZ

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote of the same Series, specifying, in the case of a surrender for transfer, the name and address of the new holder or holders. [Reg. No.] Upon surrender for registration of transfer of any Equipment NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or Loan Trustee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee Company and 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner Company and 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 holder Noteholder 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 purposes until a other purposes, and neither Company nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 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 Sections 6.01, 7.10 and 7.11 of the Participation Agreement, and shall be deemed to have represented, warranted and [Reg. No.] covenanted to the parties to the Participation Agreement applicable as to Note Holdersthe matters represented, warranted and covenanted by Noteholders, including Pass Through Trustees, in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, and shall be deemed to have covenanted to the parties to the Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, Loan Trustee to take any action that would violate Sections 4.01(a)(ii) or 4.01(a)(iii) of the matters covenanted by the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized Indenture and Security Agreement [Reg. No.] denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 applicable as to Note Holdersthe matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the Indenture and Security Agreement [Reg. No.] 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the 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 MortgageeOwner or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee Owner 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 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 NoteNote or (b) that has been called for redemption. The 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 holder the Noteholder 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 purposes until a other purposes, and neither the Owner nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the 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 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 applicable as to Note Holdersthe 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original Amount principal amount previously made on the old Equipment Note or Equipment Notes with respect to which Indenture and Security Agreement (American Airlines 2011-1 Aircraft EETC) [Reg. No.] such new Equipment Note is issued and the date to which interest on such old Equipment Note or Equipment Notes has been paid. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 applicable as to Note Holdersthe 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to Indenture and Security Agreement (American Airlines 2016-1 Aircraft EETC) [Reg. No.] the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 applicable as to Note Holdersthe 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "Equipment Note Register") in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the 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 Mortgagee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holderNoteholder's attorney duly authorized in writing, and the Mortgagee Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities ActAct of 1933, as amended, and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts 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 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 NoteNote or (b) that has been called for redemption. The Owner Trustee and 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 holder Noteholder 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 purposes until a other purposes, and neither Owner Trustee nor Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee Trustee, Owner Participant 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 Participation Agreement Operative Documents applicable to Note HoldersNoteholders, 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 original Loan Participant Noteholders, including Pass Through Trustees, in the Participation Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee Loan Trustee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "“Equipment Note Register"”) in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes TRUST INDENTURE 14-1 which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's ’s attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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, (i) agrees to the provisions of this Trust Indenture and the Participation Agreement applicable to Note Holders, including Sections 6.3, 6.4 and 9.1 thereof, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant Note Holder in the Participation Agreement and (ii) agrees to the restrictions set forth in Sections 4.1(a)(i) and 4.1(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, or otherwise authorize, the Mortgagee to take any action that would violate Sections 4.1(a)(i) or 4.1(a)(iii) of the Intercreditor Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Indenture Trustee shall keep a register (the "Equipment Note Register") in which the Mortgagee 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 MortgageeIndenture Trustee. The Mortgagee 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee 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, 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, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Principal Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Principal Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Indenture Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Indenture Trustee shall authenticate and deliver, the Equipment Notes which the 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 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 MortgageeIndenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Indenture Trustee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee Indenture Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been paid on such old Equipment Note, and all payments of the Original Principal Amount marked on such new Equipment Note, as provided above, shall be deemed to have been made thereon. The Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-ten- day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee Indenture Trustee and such change is reflected on the Equipment Note Register. The Mortgagee Indenture Trustee will promptly notify the Owner Trustee and the Lessee 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted represented and warranted (except as provided above), and covenanted, to the parties to the Participation Agreement as to the matters represented, warranted and covenanted by the original Loan Participant Purchasers in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee the Indenture Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 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 Mortgagee Loan Trustee shall keep a register or registers (the "Equipment Note Register") in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 Mortgagee) be duly endorsed, endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holderNoteholder's attorney duly authorized in writing, and the Mortgagee Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities ActAct of 1933, as amended, and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest shall such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 Participation Agreement Operative Documents applicable to Note HoldersNoteholders, 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 original Loan Participant Noteholders, including the Pass Through Trustees, in the Participation Agreement. Subject to compliance by the Note Holder Noteholder and its any transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "Equipment Note Register") in which the 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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 2002 EETC - Mortgage (Owned) (10) Equipment Note, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same seriesSeries. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original AmountAmount and of the same Series, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 this Indenture and the Participation Agreement applicable to Note Holders, including Sections 5.3, 5.4 2002 EETC - Mortgage (Owned) (10) and 8.1 thereof and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant Note Holder in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "Equipment Note Register") in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.06, the Owner Trustee shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like aggregate Original Amountprincipal amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof 2.05 or otherwise under this Trust Indenture) shall be the valid obligations of the 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holderNoteholder's attorney duly authorized in writing, and the Mortgagee Loan Trustee shall require evidence satisfactory to it as to the compliance of any such transfer with the Securities ActAct of 1933, as amended, and the securities Laws laws of any applicable statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner 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 NoteNote or (b) that has been called for redemption. The 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 holder Noteholder 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 purposes until a other purposes, and neither the Owner Trustee nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the 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 Participation Agreement Operative Documents applicable to Note HoldersNoteholders, 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 original Loan Participant Noteholders, including the Pass Through Trustees, in the Participation Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.04 and in Section 2.06, Mortgagee the Loan Trustee and the Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee Loan Trustee shall keep a register or registers (the "“Equipment Note Register"”) in which the Mortgagee 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 MortgageeLoan Trustee. The Mortgagee 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 Mortgagee Loan Trustee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment NoteNote 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 NoteNote and subject to satisfaction of Section 2.09, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like an equal aggregate Original Amount principal amount and of the same seriesSeries. At the option of the Note HolderNoteholder, Equipment Notes may be exchanged for other Equipment Notes of the same Series of any authorized denominations of a like an equal aggregate Original Amountprincipal amount, upon surrender of the Equipment Indenture and Security Agreement (American Airlines 2013-2 Aircraft EETC) [Reg. No.] Notes to be exchanged to the Mortgagee Loan Trustee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee Company shall execute, and the Mortgagee Loan Trustee shall authenticate and deliver, the Equipment Notes which the Note Holder 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 hereof or otherwise under this Trust Indenture) shall be the valid obligations of the Owner Trustee Company 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 MortgageeCompany or the Loan Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee Loan Trustee, duly executed by the Note Holder Noteholder or such holder's Noteholder’s attorney duly authorized in writing, and the Mortgagee 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 statestate or jurisdiction. The Mortgagee Loan Trustee shall make a notation on each new Equipment Note of the amount of all payments of Original 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. Interest Principal, interest and all other amounts shall be deemed to have been paid on such new Equipment Note to the date on which interest such amounts 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 Owner Trustee 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 NoteNote or (b) that has been called for redemption. The Owner 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 holder the Noteholder 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 purposes until a other purposes, and neither the Company nor the Loan Trustee shall be affected by any notice stating otherwise is received from to the Mortgagee and such change is reflected on the Equipment Note Registercontrary. The Mortgagee Loan Trustee will promptly notify the Owner Trustee and the Lessee 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 applicable as to Note Holdersthe matters represented, warranted and covenanted by the Noteholders, including the Pass Through Trustees, in the Participation Agreement and (ii) agrees to the Indenture and Security Agreement (American Airlines 2013-2 Aircraft EETC) [Reg. No.] 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 Participation Intercreditor Agreement as not to give any direction to, or otherwise authorize, the matters covenanted by Loan Trustee to take any action that would violate Section 4.01(a)(ii) or Section 4.01(a)(iii) of the original Loan Participant in the Participation Intercreditor Agreement. Subject to compliance by the Note Holder Noteholder and its transferee (if any) of the requirements set forth in this Section 2.072.07 and in Section 2.09, Mortgagee the Loan Trustee and Owner Trustee the Company shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 ten Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "Equipment Note Register") in which the Mortgagee shall provide for the registration of Equipment Notes and the registration regis- tration 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 Mortgagee. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Equipment Notes of a like aggregate Original Amount and of the same series. At the option of the Note Holder, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten-day period preceding the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been issued and registered as the absolute owner and 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 purposes until a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date an Equipment Note is surrendered for transfer or exchange.

Registration, Transfer and Exchange of Equipment Notes. The Mortgagee shall keep a register (the "Equipment Note Register") in which the 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 MortgageeOffice. The 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 such Equipment Note shall surrender such Equipment Note to the Mortgagee at the Corporate Trust Office, together with a written request from the registered holder thereof for the issuance of a new Equipment Note, 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 of any Equipment Note for registration of transfer of any Equipment Notetransfer, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, in the name name(s) of the designated transferee or transfereestransferee(s), one or more new Equipment Notes of a like the same aggregate Original Amount and of the same series, and dated the same date as the surrendered Equipment Note. At the option of the Note Holder's option, Equipment Notes may be exchanged for other Equipment Notes of any authorized denominations of a like the same aggregate Original Amount, upon surrender of the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner Trustee shall execute, and the Mortgagee shall authenticate and deliver, the Equipment Notes which the 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 hereof or otherwise under this Trust IndentureMortgage) shall be the valid obligations of the Owner Trustee evidencing the same respective obligations, and entitled to the same security and benefits under this Trust 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 Mortgagee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Mortgagee duly executed by the Note Holder or such holder's attorney duly authorized in writing, and the Mortgagee 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. The Mortgagee shall make a notation on each new Equipment Note of the amount of all payments of 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. Interest shall be deemed to have been paid on such new Equipment Note to the date on which interest shall have been 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 Owner Trustee shall not be required to exchange any surrendered Equipment Notes as provided above during the ten10-day period preceding before the due date of any payment on such Equipment Note. The Owner Trustee shall in all cases deem the Person in whose name any Equipment Note shall have been is then issued and registered as the absolute owner and 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 Note, and for all purposes other purposes, until Owner Trustee receives from Mortgagee a notice stating otherwise is received from the Mortgagee and such change is reflected on the Equipment Note Register. The Mortgagee will promptly notify the 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 Participation Agreement applicable to Note Holders, and shall be deemed to have covenanted to the parties to the Participation Agreement as to the matters covenanted by the original Loan Participant in the Participation Agreement. Subject to compliance by the Note Holder and its transferee (if any) of the requirements set forth in this Section (S) 2.07, Mortgagee and Owner Trustee shall use all reasonable efforts to issue new Equipment Notes upon transfer or exchange within 10 Business Days of the date after an Equipment Note is surrendered for transfer or exchange.