Common use of Security Procedures Clause in Contracts

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer If notices, instructions that are given (pursuant to this Agreement (other than in writing at the time of execution of this Agreementa Joint Written Direction or otherwise), whether in writingapprovals, consents, requests, and other communications, are received by electronic the Escrow Agent by e-mail with a scanned attachment thereto or otherwiseat its e-mail account(s) as designated on Schedule A hereto, the Depositary is authorized to Escrow Agent will seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule II hereto (“Schedule II”)A hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated in that call-back. Each funds transfer instruction Any e-mail by PDF attachment executed by more than one person shall be executed sent by an authorized each signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed and their telephone numbers authorized to act receive call-backs as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change designated in designation of Authorized Persons shall Schedule A hereto may be provided by written notice, signed by an Authorized Person, and changed only in a writing actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted Escrow Agent and delivered in accordance with Section 14 above and, if applicable, this Section 15. If Escrow Agent is unable to contact any such designated person, Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the DepositaryCompany’s internal proceduresor the Placement Agent’s executive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of Executive Vice President or more senior thereto, as Escrow Agent may select. Such Executive Officer(s) shall deliver to Escrow Agent a fully executed incumbency certificate upon Escrow Agent’s request, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The Depositary parties to this Agreement acknowledge and agree that the beneficiary’s bank security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Company to identify (ai) the a beneficiary, (bii) the a beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the funds Escrow Funds for any payment order it executes using any such identifying number, even when where its use may result in a person other than the a beneficiary being paid, or the transfer of funds to a bank other than the a beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any instructions regarding funds transfer should contain a selected test word also evidenced on Schedule II. Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. [Remainder of Page Intentionally Blank; Signature Pages Follow] Deposit Agreement (Class C(R)A) (American Airlines 20122016-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect Notwithstanding anything to all the contrary set forth in Section 10, any instructions setting forth, claiming, containing, objecting to, or in any way related to, the transfer or distribution of funds, including, but not limited to, any such funds transfer instructions that are given may otherwise be set forth in a written instruction permitted pursuant to this Agreement (other than in writing Section 4, must be given to the Escrow Agent by confirmed facsimile, and no instruction for, or related to, the transfer or distribution of the Escrow Fund, or any portion thereof, will be deemed delivered and effective unless the Escrow Agent actually has received such instruction by facsimile at the time of execution of this Agreement)number provided in Section 10, whether in writing, and as further evidenced by electronic mail with a scanned attachment thereto or otherwiseconfirmed transmittal to that number received by the sender. In the event that funds transfer instructions are received by the Escrow Agent by facsimile, the Depositary is authorized to Escrow Agent must seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)C, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by the DepositaryEscrow Agent. Any communication from If the Depositary that Escrow Agent is unable to contact any of the Depositary deems authorized representatives identified in Schedule C, the Escrow Agent is hereby authorized both to contain confidentialreceive written instructions from, proprietaryand to seek confirmation of such instructions by telephone call-back to, and/or sensitive information shall any one or more of the Buyer’s or the Sellers’ Representative’s, as applicable, executive officers, (the “Executive Officers”), which will include any officer with a title of President, Managing Director, Vice President, General Counsel, Secretary, or Treasurer. Such Executive Officer will deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be encrypted in accordance with the Depositary’s internal proceduresany such Executive Officer. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Buyer or the Sellers’ Representative, as applicable, to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the funds Escrow Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent Each of the parties to this Agreement acknowledges that these the security procedures set forth in this Section 11 are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

Security Procedures. With respect Notwithstanding anything to all funds the contrary as set forth in Section 9, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution, including but not limited to any transfer instructions that are given may otherwise be set forth in a written instruction permitted pursuant to this Agreement (other than in writing at the time of execution Section 3 of this Agreement, may be given to the Escrow Agent only by confirmed facsimile or other electronic transmission (including e-mail) and no instruction for or related to the transfer or distribution of the Escrow Asset, or any portion thereof, shall be deemed delivered and effective unless the Escrow Agent actually shall have received such instruction by facsimile or other electronic transmission (including e-mail) at the number or e-mail address provided xxxx the Escrow Agent in accordance with Section 9 and as further evidenced by a confirmed transmittal to that number. In the event transfer instructions are so received by the Escrow Agent by facsimile or other electronic transmission (including e-mail), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)1 hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by the DepositaryEscrow Agent. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by If the Escrow Agent is unable to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply contact any of the funds for any payment order it executes using authorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized both to receive written instructions from and seek confirmation of such instructions by officers of (collectively, the “Senior Officers”), as the case may be, which shall include the titles of Chief Executive Officer, General Counsel, Chief Financial Officer, President or Executive Vice President, as the Escrow Agent may select. Such Senior Officer shall deliver to the Escrow Agent a fully executed incumbency certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such identifying number, even when its use may result in a person other than officer. Parent acknowledges that the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATIONis authorized to deliver the Escrow Shares to the custodian account or recipient designated by Parent or Stockholder Representative in writing.

Security Procedures. With respect to all funds transfer If notices, instructions that are given (pursuant to this Agreement (other than in writing at the time of execution of this Agreementa Written Direction, Voting Direction, or otherwise), whether in writingapprovals, consents, requests, and other communications, are received by electronic Escrow Agent by e-mail with a scanned attachment thereto or otherwiseat its e-mail account(s) as designated on Schedule A, the Depositary Escrow Agent is authorized authorized, but not required, to seek prompt confirmation of such instructions communications by telephone call-back to the sending person or persons persons’ telephone number(s) as designated on Schedule II hereto (“Schedule II”)A, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designateddesignated in that call-back. Each funds transfer instruction Any e-mail by PDF attachment executed by more than one person shall be executed sent by an authorized each signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed and their telephone numbers authorized to act receive call-backs as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change designated in designation of Authorized Persons shall Schedule A may be provided by written notice, signed by an Authorized Person, and changed only in a writing actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted Escrow Agent and delivered in accordance with Section 13 above and, if applicable, this Section 14. If the DepositaryEscrow Agent is unable to contact any such designated person, the Escrow Agent is hereby authorized (but not required) both to receive written instructions from and seek confirmation of such instructions by telephone call-back to any one or more of the applicable Party’s internal proceduresexecutive officers (each, an “Executive Officer”), as the case may be, who shall include individuals holding titles of General Counsel, Chief Financial Officer or more senior thereto, as the Escrow Agent may select. Such Executive Officer(s) shall deliver to the Escrow Agent a fully executed incumbency certificate upon the Escrow Agent’s request, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such Executive Officer(s). The Depositary parties to this Agreement acknowledge and agree that the beneficiary’s bank security procedures set forth above are commercially reasonable. The Escrow Agent in any funds transfer may reasonably rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent parties hereto to identify (a) the a beneficiary, (b) the a beneficiary’s bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the funds Escrow Assets for any payment order it executes using any such identifying number, even when where its use may result in a person other than the a beneficiary being paid, or the transfer of funds to a bank other than the a beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Section 9 above), whether in writing, by electronic mail with a scanned attachment thereto telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)Annex III hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by the DepositaryEscrow Agent. Any communication from If the Depositary that Escrow Agent is unable to contact any of the Depositary deems authorized representatives identified in Annex III, the Escrow Agent is hereby authorized to contain confidentialseek confirmation of such instructions by telephone call-back to any one or more of your executive officers, proprietary(“Executive Officers”), and/or sensitive information which shall include the titles of President or Chief Financial Officer as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed Incumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be encrypted in accordance with the Depositary’s internal proceduresany such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Party A or Party B to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATIONParty A and Party B agree that repetitive or standing settlement instructions will be effective as the funds transfer instructions of Party A and Party B, whether or not authorized, if such settlement instructions are verified pursuant to the security procedure provided herein or such other security procedure that the Escrow Agent, Party A and Party B may agree to.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. [Remainder of Page Intentionally Blank; Signature Pages Follow] 12 Deposit Agreement (Class C(R)A) (American Airlines 20122019-2 1 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency CertificateSchedule II. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by the Depositary. Any communication from If the Depositary that is unable to contact any of the authorized representatives identified in Schedule II, the Depositary deems is hereby authorized to contain confidentialseek confirmation of such instructions by telephone call-back to any one or more of Escrow Agent’s executive officers (each an “Executive Officer” and, proprietarycollectively, and/or sensitive information “Executive Officers”), as the case may be, which shall include the titles of Assistant Vice President or Vice President, as the Depositary may select. Such Executive Officer shall deliver to the Depositary a fully executed incumbency certificate, and the Depositary may rely upon the confirmation of anyone purporting to be encrypted in accordance with the Depositary’s internal proceduresany such officer. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) [Remainder of Page Intentionally Blank; Signature Pages Follow] ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With (a) Parent and the Shareholder Representative shall each deliver to Escrow Agent a fully executed incumbency certificate naming the officers who have the authority to execute and amend this Agreement. Exhibit L names the authorized representatives who are authorized to provide disbursement instructions with respect to all the Escrow Funds, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer or authorized representative. In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement)given, whether in writingwriting or by facsimile, by electronic mail with a scanned attachment thereto or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to one or more of the person or persons designated on in Schedule II hereto (“Schedule II”)10.11 who is different from the person who gave the transfer instruction, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by Escrow Agent. If Escrow Agent is unable to contact any of the Depositaryauthorized representatives identified, Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Parent’s or the Shareholder Representative’s (as applicable) authorized officers as prescribed on Purchaser’s banking resolutions which shall include the titles of treasurer or assistant treasurer for Parent. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer to Parent may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Parent to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the funds Escrow Fund for any payment order it executes using any such identifying number, even when its use may result number in a person other than manner consistent with the beneficiary being paidwritten instructions from (i) Parent, to the extent that it relates to payments to Parent and/or (ii) the Shareholder Representative, to the extent that it relates to payments to the Shareholder Representative or the transfer of funds to a bank other than Indemnifying Parties. Parent and the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges Shareholder Representative each acknowledge that these the security procedures set forth in this Section are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)B) (American Airlines 20122019-2 1 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. [Remainder of Page Intentionally Blank; Signature Pages Follow] Deposit Agreement (Class C(R)AA) (American Airlines 20122017-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. [Remainder of Page Intentionally Blank; Signature Pages Follow] Deposit Agreement (Class C(R)B) (American Airlines 20122019-2 1 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With Each of Purchaser and Seller shall each deliver to Escrow Agent a fully executed incumbency certificate naming the officers who have the authority to execute and amend this Agreement. Exhibit B-Authorized Representatives for Disbursements names the authorized representatives who are authorized to provide disbursement instructions with respect to all the Escrowed Funds, and Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer or authorized representative. In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement)given, whether in writingwriting or by facsimile, by electronic mail with a scanned attachment thereto or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to one or more of the person or persons designated on Schedule II hereto (“Schedule II”)in Exhibit B-Authorized Representatives for Disbursements who is different from the person who gave the transfer instruction, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by Escrow Agent. If Escrow Agent is unable to contact any of the Depositaryauthorized representatives identified, Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of Purchaser’s or Seller’s (as applicable) authorized officers as prescribed on Purchaser’s banking resolutions which shall include the titles of treasurer or assistant treasurer for Purchaser. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary Escrow Agent and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Purchaser to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result number in a person other than manner consistent with the beneficiary being paid, or written instructions from Purchaser. Purchaser and Seller each acknowledge that the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures set forth in this Section are commercially reasonable. Deposit Unless the Escrow Agent is otherwise instructed in writing by Seller, Seller acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Seller under this Agreement (Class C(R)) (American Airlines 2012without a verifying call-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATIONback as set forth above in this Section 13: Seller’s bank account information: Bank Name: [ ] Bank Address: [ ] ABA Number: [ ] Account Name: [ ] Account #: [ ] Reference: [ ] Unless the Escrow Agent is otherwise instructed in writing by Purchaser, Purchaser acknowledges that the Escrow Agent is authorized to use the following funds transfer instructions to disburse any funds due to Purchaser under this Agreement without a verifying call-back as set forth above in this Section 13: Purchaser’s bank account information: Bank Name: [ ] Bank Address: [ ] ABA Number: [ ] Account Name: [ ] Account #: [ ] Reference: [ ]

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. 12 Deposit Agreement (Class C(R)AA) (American Airlines 20122019-2 1 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or Deposit Agreement (Class B) (American Airlines 2017-1 Aircraft EETC) otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. [Remainder of Page Intentionally Blank; Signature Pages Follow] Deposit Agreement (Class C(R)B) (American Airlines 20122017-2 1 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Client Escrow Agreement, as indicated in Schedule 1, Schedule 2 and Schedule 3 attached hereto), whether in writing, writing or by electronic mail with a scanned attachment thereto or otherwisetelecopier, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II 4 hereto (each an “Schedule IIAuthorized Representative”, collectively, the “Authorized Representatives”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed undersigned is authorized to act as certify that the Authorized Representatives are authorized Deposit Agreement (Class C(R)) (American Airlines 2012signatories. The Authorized Representatives and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by the DepositaryEscrow Agent. Any communication from If the Depositary that Escrow Agent is unable to contact any of the Depositary deems Authorized Representatives, the Escrow Agent is hereby authorized to contain confidentialseek confirmation of such instructions by telephone call-back to the Stockholders’ Representative or any one or more of the managers of the Parent (the “Executive Officers”) as the Escrow Agent may select. Such Executive Officers shall deliver to the Escrow Agent a fully executed Incumbency Certificate, proprietary, and/or sensitive information shall and the Escrow Agent may rely upon the confirmation of anyone purporting to be encrypted in accordance with the Depositary’s internal proceduresany such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Parent or the Stockholders’ Representative to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the funds Escrow Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The parties to this Client Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement, as indicated in Schedule 1), whether in writing, by electronic mail with a scanned attachment thereto telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 2 attached hereto (“Schedule II”"SCHEDULE 2"), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each The individuals authorized to give or confirm funds transfer instruction shall instructions may be executed by an authorized signatory, changed only in a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and writing actually received and acknowledged by the DepositaryEscrow Agent. Any communication from If the Depositary that Escrow Agent is unable to contact any of the Depositary deems authorized representatives identified in Schedule 2, the Escrow Agent is hereby authorized to contain confidentialseek confirmation of such instructions by telephone call-back to any one or more of the executive officers of Seller and/or Purchase, proprietaryas applicable ("EXECUTIVE OFFICERS"), and/or sensitive information which shall include the titles of ______________________, as the Escrow Agent may select. Such Executive Officer shall deliver to the Escrow Agent a fully executed Incumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be encrypted in accordance with the Depositary’s internal proceduresany such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Purchaser or the Seller to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)All funds transfer instructions must include the signature of the person(s) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATIONauthorizing said funds transfer.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by electronic mail with a scanned attachment thereto telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)Exhibit 3 hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal proceduresEscrow Agent. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by Parent or the Escrow Agent Company Shareholders to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when where its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable. Deposit [Signature Page Follows] The parties have executed this Agreement as of the date first above written. PARENT: GETTHERE INC. By: Name: (Class C(R)print) Title: SELLING SHAREHOLDERS: Xxxxx Xxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxx OTHER SHAREHOLDERS: Name: Address: Name: Address: Name: Address: ESCROW AGENT: CHASE MANHATTAN BANK AND TRUST COMPANY, N.A. By: Name: (American Airlines 2012print) Title: EXHIBIT 1 TO ESCROW AGREEMENT EXHIBIT 2 TO ESCROW AGREEMENT Chase Manhattan Bank and Trust Company, N.A. 000 Xxxxxxxxxx Xxxxxx, Xxx 0000 Xxx Xxxxxxxxx, XX 00000 Schedule of Fees for Escrow Services EXHIBIT 3 TO ESCROW AGREEMENT Telephone Number(s) for Call-2 Aircraft EETCBacks and Person(s) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATIONDesignated to Confirm Funds Transfer Instructions If to GetThere Inc.: Name Telephone Number

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this 11 Deposit Agreement (Class B) (American Airlines 2017-2 Aircraft EETC) Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) [Remainder of Page Intentionally Blank; Signature Pages Follow] ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or Deposit Agreement (Class A) (American Airlines 2017-1 Aircraft EETC) otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)A) (American Airlines 20122017-2 1 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or Deposit Agreement (Class B) (American Airlines 2017-1 Aircraft EETC) otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)B) (American Airlines 20122017-2 1 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so Deposit Agreement (Class A) (American Airlines 2016-3 Aircraft EETC) designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. [Remainder of Page Intentionally Blank; Signature Pages Follow] Deposit Agreement (Class C(R)A) (American Airlines 20122016-2 3 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds In the event Escrow Fund transfer instructions that (including any Release Direction) are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto telecopier or otherwise, the Depositary Escrow Agent is authorized authorized, but not obligated, to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto 2 (“Schedule II”)Security Information) hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. The Escrow Agent shall in no way be liable for any delay or failure to act resulting from the Escrow Agent's inability to verify any instructions. Each funds Escrow Fund transfer instruction shall be Exhibit C executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule 2 (Security Information). The undersigned is authorized to certify that the Escrow Agent’s Incumbency Certificatesignatories on Schedule 2 (Security Information) are authorized signatories. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal proceduresEscrow Agent. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds Escrow Fund transfer may rely solely upon any account numbers or similar identifying numbers provided by Everbright or the Escrow Agent Company to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the funds Escrow Fund, other than the Escrow Company Stock, for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges parties to this Agreement acknowledge that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

Security Procedures. With respect to all funds transfer instructions that are given by the Escrow Agent pursuant to this Agreement (other than those given in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto thereto, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)listed in the certificate of the Escrow Agent described in Section 8 hereof, and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the certificate of the Escrow Agent’s Incumbency CertificateAgent described in Section 8 hereof. The persons listed on such Incumbency Certificate certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary to the Escrow Agent that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit Agreement (Class C(R)B) to be duly executed as of the day and year first above written. WILMINGTON TRUST COMPANY, as Escrow Agent By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: Vice President CITIBANK, N.A., as Depositary By /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Signature Page Deposit Agreement (Class B) (American Airlines 2012Spirit 2017-2 Aircraft 1 EETC) ANY SCHEDULE I to DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL AGREEMENT SCHEDULE OF DEPOSITS CLASS B Aircraft Type Expected Reg. No.1 Current Scheduled Delivery Month Deposit Amount Account No. Scheduled Principal Amortization Amount on 8/15/18 Airbus A320-200 (Early Delivery Aircraft) N651NK December 2017 $ 6,917,000.00 [ ] $ 800,000.00 Airbus A320-200 (Early Delivery Aircraft) N652NK December 2017 $ 6,917,000.00 [ ] $ 800,000.00 Airbus A320-200 (Early Delivery Aircraft) N653NK January 2018 $ 6,932,000.00 [ ] $ 801,789.71 Airbus A321-200 (Early Delivery Aircraft) N683NK February 2018 $ 8,445,000.00 [ ] $ 976,823.27 Airbus A321-200 (Early Delivery Aircraft) N684NK February 2018 $ 8,445,000.00 [ ] $ 976,823.27 Airbus A321-200 (Early Delivery Aircraft) N685NK February 2018 $ 8,445,000.00 [ ] $ 976,823.27 Airbus A321-200 (Early Delivery Aircraft) N686NK March 2018 $ 8,452,000.00 [ ] $ 977,539.15 Airbus A321-200 (Early Delivery Aircraft) N687NK March 2018 $ 8,452,000.00 [ ] $ 977,539.15 Airbus A320-200 N654NK April 2018 $ 6,986,000.00 [ ] $ 0.00 Airbus A320-200 N655NK August 2018 $ 7,002,000.00 [ ] $ 0.00 Airbus A320-200 N656NK September 2018 $ 7,002,000.00 [ ] $ 0.00 Airbus A320-200 N690NK October 2018 $ 7,040,000.00 [ ] $ 0.00 1 As may be substituted therefor in accordance with the Note Purchase Agreement. Deposit Agreement (Class B) (Spirit 2017-1 EETC) EXHIBIT A to DEPOSIT INSURANCE CORPORATIONAGREEMENT FORM OF NOTICE OF PURCHASE WITHDRAWAL NOTICE OF PURCHASE WITHDRAWAL Citibank, N.A., as Depositary 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx X’Xxxxxx Reference: Spirit Airlines 0000-0 XXXX Telephone: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxx.xxx; xxx.xxxx@xxxx.xxx Ladies and Gentlemen: Reference is made to the Deposit Agreement (Class B) dated as of November 28, 2017 (the “Deposit Agreement”) between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”). In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[ ], Account No. [ ]. The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Spirit Airlines, Inc. (“Spirit”) at Xxxxx Fargo Bank, N.A., ABA# [ ], Account No. [ ], Reference: Spirit Airlines 2017-1B EETC (or to a designee of Spirit as notified by Spirit prior to the date of withdrawal specified herein)][the Pass Through Trustee at Wilmington Trust, National Association, Wilmington, Delaware ABA# [ ], Corporate Trust, Account No. [ ], Reference: Spirit Airlines 2017-1B EETC, Attn: Xxxxxxxxxx Xxxxxx]2 on [ ], 20 , upon the telephonic request of a representative of the Pass Through Trustee. 2 If any excess amounts that would need to be re-deposited pursuant to Section 2.4 of the Deposit Agreement and the applicable Funding Notice have been identified as of the date of this notice, the account to be specified here should be that of the Pass Through Trustee so that the Pass Through Trustee can re-deposit such excess amounts with the Depositary in accordance with Section 2.4 of the Deposit Agreement. If any such excess amounts are identified following delivery of this notice, a separate substantially similar notice may be sent specifying such account of the Pass Through Trustee. If there are no such excess amounts, the account number to be specified here should be that of Spirit. Deposit Agreement (Class B) (Spirit 2017-1 EETC) WILMINGTON TRUST COMPANY, as Escrow Agent By: Name: Title: Dated: As of [ , 20 ] Deposit Agreement (Class B) (Spirit 2017-1 EETC) EXHIBIT B to DEPOSIT AGREEMENT FORM OF NOTICE OF FINAL WITHDRAWAL NOTICE OF FINAL WITHDRAWAL Citibank, N.A., as Depositary 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx X’Xxxxxx Reference: Spirit Airlines 0000-0 XXXX Telephone: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxx.xxx; xxx.xxxx@xxxx.xxx Ladies and Gentlemen: Reference is made to the Deposit Agreement (Class B) dated as of November 28, 2017 (the “Deposit Agreement”) between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”). In accordance with Section 2.3(b)(i) of the Deposit Agreement, the undersigned hereby requests the withdrawal of (x) the entire amount of all of the remaining Deposits together with (y) all accrued and unpaid interest on such Deposits to but excluding [ ], 20 . The undersigned hereby directs the Depositary to pay the entire amount of such Deposits and accrued and unpaid interest thereon on [ ], 20 to the Paying Agent at Wilmington Trust, National Association, Wilmington, Delaware, ABA # [ ], Corporate Trust, Account No. [ ], Reference: Spirit Airlines 2017-1B EETC, Attn: Xxxxxxxxxx Xxxxxx. WILMINGTON TRUST COMPANY, as Escrow Agent By: Name: Title: Dated: As of [ , 20 ] Deposit Agreement (Class B) (Spirit 2017-1 EETC) EXHIBIT C to DEPOSIT AGREEMENT FORM OF NOTICE OF REPLACEMENT WITHDRAWAL NOTICE OF REPLACEMENT WITHDRAWAL Citibank, N.A., as Depositary 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx X’Xxxxxx Reference: Spirit Airlines 0000-0 XXXX Telephone: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxx.xxx; xxx.xxxx@xxxx.xxx Ladies and Gentlemen: Reference is made to the Deposit Agreement (Class B) dated as of November 28, 2017 (the “Deposit Agreement”) between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”). In accordance with Section 2.3(b)(ii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the following: (x) with respect to all Deposits currently held by the Depositary, (1) the entire amount of such Deposits together with (2) all accrued and unpaid interest on such Deposits to but excluding [ ], 20 and (y) with respect to all Deposits, if any, previously withdrawn pursuant to a Notice of Purchase Withdrawal, all accrued and unpaid interest on such Deposits to but excluding the date of the applicable Purchase Withdrawal. The undersigned hereby directs the Depositary to pay on [ ], 20 (i) the amount requested to be withdrawn pursuant to clause (x) above to [name and account details of the replacement depositary], Reference: Spirit Airlines 2017-1B EETC; and (ii) the amount requested to be withdrawn pursuant to clause (y) above to the Paying Agent at Wilmington Trust, National Association, Wilmington, Delaware, ABA # [ ], Corporate Trust, Account No. [ ], Reference: Spirit Airlines 2017-1B EETC, Attn: Xxxxxxxxxx Xxxxxx. WILMINGTON TRUST COMPANY, as Escrow Agent By: Name: Title: Dated: As of [ , 20 ] Deposit Agreement (Class B) (Spirit 2017-1 EETC) EXHIBIT D to DEPOSIT AGREEMENT FORM OF NOTICE OF EVENT OF LOSS WITHDRAWAL NOTICE OF EVENT OF LOSS WITHDRAWAL Citibank, N.A., as Depositary 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx X’Xxxxxx Reference: Spirit Airlines 0000-0 XXXX Telephone: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxx.xxx; xxx.xxxx@xxxx.xxx Ladies and Gentlemen: Reference is made to the Deposit Agreement (Class B) dated as of November 28, 2017 (the “Deposit Agreement”) between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”). In accordance with Section 2.3(b)(iii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[ ], Account No. [ ], relating to the aircraft bearing U.S. registration number N[ ], together with the payment of all accrued and unpaid interest on such Deposit to but excluding [ ], 20 . The undersigned hereby directs the Depositary to pay the entire amount of such Deposit and accrued and unpaid interest thereon on [ ], 20 to the Paying Agent at Wilmington Trust, National Association, Wilmington, Delaware, ABA # [ ], Corporate Trust, Account No. [ ], Reference: Spirit Airlines 2017-1B EETC, Attn: Xxxxxxxxxx Xxxxxx. WILMINGTON TRUST COMPANY, as Escrow Agent By: Name: Title: Dated: As of [ , 20 ]

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Custody Agreement, as indicated in Schedule 1 attached hereto), whether in writing, by electronic mail with a scanned attachment thereto telecopier or otherwise, the Depositary Custodian is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II 4 hereto (“Schedule II4”), and the Depositary Custodian may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by the DepositaryCustodian. Any communication from If the Depositary that Custodian is unable to contact any of the Depositary deems authorized representatives identified in Schedule 4, the Custodian is hereby authorized to contain confidentialseek confirmation of such instructions by telephone call-back to any one or more of the Managing Owner’s executive officers (“Executive Officers”), proprietarywhich shall include the titles of President, and/or sensitive information Chief Financial Officer and General Counsel, as the Custodian may select. Such “Executive Officer” shall deliver to the Custodian a fully executed Incumbency Certificate, and the Custodian may rely upon the confirmation of anyone purporting to be encrypted in accordance with the Depositary’s internal proceduresany such officer. The Depositary Custodian and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent managing Owner or the Trust to identify (ai) the beneficiary, (bii) the beneficiary’s bank, or (ciii) an intermediary bank. The Depositary Custodian may apply any of the funds from the applicable Fund for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. All funds transfer must be executed by the persons listed on Schedule 4 hereto. The Escrow Agent acknowledges person confirming such funds transfer instructions must not be the same person who authorized said funds transfer. The parties to this Agreement acknowledge that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement, as indicated in this Section 8 above), whether in writing, by electronic mail with a scanned attachment thereto telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)"Exhibit C") hereto, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Exhibit C. The undersigned is authorized to certify that the Escrow Agent’s Incumbency Certificatesignatories on Schedule 1 are authorized signatories. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by the DepositaryEscrow Agent. Any communication from If the Depositary that Escrow Agent is unable to contact any of the Depositary deems authorized representatives identified in Exhibit C, the Escrow Agent is hereby authorized to contain confidentialseek confirmation of such instructions by telephone call-back to any one or more of your executive officers, proprietary("Executive Officers"), and/or sensitive information which shall include the titles of______________________, as the Escrow Agent may select. Such "Executive Officer" shall deliver to the Escrow Agent a fully executed Incumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be encrypted in accordance with the Depositary’s internal proceduresany such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Buyer or Seller to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges parties to this Agreement acknowledge that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) [Remainder of Page Intentionally Blank; Signature Pages Follow] (American Airlines 20122019-2 1 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Deposit Agreement (Class A) (American Airlines 2017-2 Aircraft EETC) Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. [Remainder of Page Intentionally Blank; Signature Pages Follow] Deposit Agreement (Class C(R)A) (American Airlines 20122017-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. [Remainder of Page Intentionally Blank; Signature Pages Follow] Deposit Agreement (Class C(R)AA) (American Airlines 20122016-2 3 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given by the Escrow Agent pursuant to this Agreement (other than those given in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto thereto, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)listed in the certificate of the Escrow Agent described in Section 8 hereof, and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the certificate of the Escrow Agent’s Incumbency CertificateAgent described in Section 8 hereof. The persons listed on such Incumbency Certificate certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary to the Escrow Agent that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the 13 Deposit Agreement (Class AA) (Spirit 2017-1 EETC) Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. [Signature Pages Follow.] IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit Agreement (Class C(R)AA) to be duly executed as of the day and year first above written. WILMINGTON TRUST COMPANY, as Escrow Agent By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: Vice President CITIBANK, N.A., as Depositary By /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Deposit Agreement (Class AA) (American Airlines 2012Spirit 2017-2 Aircraft 1 EETC) ANY SCHEDULE I to DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL AGREEMENT SCHEDULE OF DEPOSITS CLASS AA Aircraft Type Expected Reg. No.1 Current Scheduled Delivery Month Deposit Amount Account No. Scheduled Principal Amortization Amount on 8/15/18 Airbus A320-200 (Early Delivery Aircraft) N651NK December 2017 $ 18,774,000.00 [ ] $ 510,000.00 Airbus A320-200 (Early Delivery Aircraft) N652NK December 2017 $ 18,774,000.00 [ ] $ 510,000.00 Airbus A320-200 (Early Delivery Aircraft) N653NK January 2018 $ 18,816,000.00 [ ] $ 511,140.94 Airbus A321-200 (Early Delivery Aircraft) N683NK February 2018 $ 22,924,000.00 [ ] $ 622,724.83 Airbus A321-200 (Early Delivery Aircraft) N684NK February 2018 $ 22,924,000.00 [ ] $ 622,724.83 Airbus A321-200 (Early Delivery Aircraft) N685NK February 2018 $ 22,924,000.00 [ ] $ 622,724.83 Airbus A321-200 (Early Delivery Aircraft) N686NK March 2018 $ 22,940,000.00 [ ] $ 623,181.21 Airbus A321-200 (Early Delivery Aircraft) N687NK March 2018 $ 22,940,000.00 [ ] $ 623,181.21 Airbus A320-200 N654NK April 2018 $ 18,963,000.00 [ ] $ 0.00 Airbus A320-200 N655NK August 2018 $ 19,005,000.00 [ ] $ 0.00 Airbus A320-200 N656NK September 2018 $ 19,005,000.00 [ ] $ 0.00 Airbus A320-200 N690NK October 2018 $ 19,110,000.00 [ ] $ 0.00 1 As may be substituted therefor in accordance with the Note Purchase Agreement. Deposit Agreement (Class AA) (Spirit 2017-1 EETC) EXHIBIT A to DEPOSIT INSURANCE CORPORATIONAGREEMENT FORM OF NOTICE OF PURCHASE WITHDRAWAL NOTICE OF PURCHASE WITHDRAWAL Citibank, N.A., as Depositary 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx X’Xxxxxx Reference: Spirit Airlines 0000-0 XXXX Telephone: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxx.xxx; xxx.xxxx@xxxx.xxx Ladies and Gentlemen: Reference is made to the Deposit Agreement (Class AA) dated as of November 28, 2017 (the “Deposit Agreement”) between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”). In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[ ], Account No. [ ]. The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Spirit Airlines, Inc. (“Spirit”) at Xxxxx Fargo Bank, N.A., ABA# [ ], Account No. [ ], Reference: Spirit Airlines 2017-1AA EETC (or to a designee of Spirit as notified by Spirit prior to the date of withdrawal specified herein)][the Pass Through Trustee at Wilmington Trust, National Association, Wilmington, Delaware ABA# [ ], Corporate Trust, Account No. [ ], Reference: Spirit Airlines 2017-1AA EETC, Attn: Xxxxxxxxxx Xxxxxx]2 on [ ], 20 , upon the telephonic request of a representative of the Pass Through Trustee. 2 If any excess amounts that would need to be re-deposited pursuant to Section 2.4 of the Deposit Agreement and the applicable Funding Notice have been identified as of the date of this notice, the account to be specified here should be that of the Pass Through Trustee so that the Pass Through Trustee can re-deposit such excess amounts with the Depositary in accordance with Section 2.4 of the Deposit Agreement. If any such excess amounts are identified following delivery of this notice, a separate substantially similar notice may be sent specifying such account of the Pass Through Trustee. If there are no such excess amounts, the account number to be specified here should be that of Spirit. Deposit Agreement (Class AA) (Spirit 2017-1 EETC) WILMINGTON TRUST COMPANY, as Escrow Agent By: Name: Title: Dated: As of [ , 20 ] Deposit Agreement (Class AA) (Spirit 2017-1 EETC) EXHIBIT B to DEPOSIT AGREEMENT FORM OF NOTICE OF FINAL WITHDRAWAL NOTICE OF FINAL WITHDRAWAL Citibank, N.A., as Depositary 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx X’Xxxxxx Reference: Spirit Airlines 0000-0 XXXX Telephone: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxx.xxx; xxx.xxxx@xxxx.xxx Ladies and Gentlemen: Reference is made to the Deposit Agreement (Class AA) dated as of November 28, 2017 (the “Deposit Agreement”) between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”). In accordance with Section 2.3(b)(i) of the Deposit Agreement, the undersigned hereby requests the withdrawal of (x) the entire amount of all of the remaining Deposits together with (y) all accrued and unpaid interest on such Deposits to but excluding [ ], 20 . The undersigned hereby directs the Depositary to pay the entire amount of such Deposits and accrued and unpaid interest thereon on [ ], 20 to the Paying Agent at Wilmington Trust, National Association, Wilmington, Delaware, ABA # [ ], Corporate Trust, Account No. [ ], Reference: Spirit Airlines 2017-1AA EETC, Attn: Xxxxxxxxxx Xxxxxx. WILMINGTON TRUST COMPANY, as Escrow Agent By: Name: Title: Dated: As of [ , 20 ] Deposit Agreement (Class AA) (Spirit 2017-1 EETC) EXHIBIT C to DEPOSIT AGREEMENT FORM OF NOTICE OF REPLACEMENT WITHDRAWAL NOTICE OF REPLACEMENT WITHDRAWAL Citibank, N.A., as Depositary 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx X’Xxxxxx Reference: Spirit Airlines 0000-0 XXXX Telephone: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxx.xxx; xxx.xxxx@xxxx.xxx Ladies and Gentlemen: Reference is made to the Deposit Agreement (Class AA) dated as of November 28, 2017 (the “Deposit Agreement”) between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”). In accordance with Section 2.3(b)(ii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the following: (x) with respect to all Deposits currently held by the Depositary, (1) the entire amount of such Deposits together with (2) all accrued and unpaid interest on such Deposits to but excluding [ ], 20 and (y) with respect to all Deposits, if any, previously withdrawn pursuant to a Notice of Purchase Withdrawal, all accrued and unpaid interest on such Deposits to but excluding the date of the applicable Purchase Withdrawal. The undersigned hereby directs the Depositary to pay on [ ], 20 (i) the amount requested to be withdrawn pursuant to clause (x) above to [name and account details of the replacement depositary], Reference: Spirit Airlines 2017-1AA EETC; and (ii) the amount requested to be withdrawn pursuant to clause (y) above to the Paying Agent at Wilmington Trust, National Association, Wilmington, Delaware, ABA # [ ], Corporate Trust, Account No. [ ], Reference: Spirit Airlines 2017-1AA EETC, Attn: Xxxxxxxxxx Xxxxxx. WILMINGTON TRUST COMPANY, as Escrow Agent By: Name: Title: Dated: As of [ , 20 ] Deposit Agreement (Class AA) (Spirit 2017-1 EETC) EXHIBIT D to DEPOSIT AGREEMENT FORM OF NOTICE OF EVENT OF LOSS WITHDRAWAL NOTICE OF EVENT OF LOSS WITHDRAWAL Citibank, N.A., as Depositary 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx X’Xxxxxx Reference: Spirit Airlines 0000-0 XXXX Telephone: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxx.xxx; xxx.xxxx@xxxx.xxx Ladies and Gentlemen: Reference is made to the Deposit Agreement (Class AA) dated as of November 28, 2017 (the “Deposit Agreement”) between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”). In accordance with Section 2.3(b)(iii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[ ], Account No. [ ], relating to the aircraft bearing U.S. registration number N[ ], together with the payment of all accrued and unpaid interest on such Deposit to but excluding [ ], 20 . The undersigned hereby directs the Depositary to pay the entire amount of such Deposit and accrued and unpaid interest thereon on [ ], 20 to the Paying Agent at Wilmington Trust, National Association, Wilmington, Delaware, ABA # [ ], Corporate Trust, Account No. [ ], Reference: Spirit Airlines 2017-1AA EETC, Attn: Xxxxxxxxxx Xxxxxx. WILMINGTON TRUST COMPANY, as Escrow Agent By: Name: Title: Dated: As of [ , 20 ]

Security Procedures. With respect to all funds transfer instructions that are given by the Escrow Agent pursuant to this Agreement (other than those given in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto thereto, by facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”)listed in the certificate of the Escrow Agent described in Section 8 hereof, and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the certificate of the Escrow Agent’s Incumbency CertificateAgent described in Section 8 hereof. The persons listed on such Incumbency Certificate certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary to the Escrow Agent that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. 13 Deposit Agreement (Class C(R)A) (American Airlines 2012Spirit 2017-2 Aircraft 1 EETC) ANY IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit Agreement (Class A) to be duly executed as of the day and year first above written. WILMINGTON TRUST COMPANY, as Escrow Agent By /s/ Xxxxxxxxxx Xxxxxx Name: Xxxxxxxxxx Xxxxxx Title: Vice President CITIBANK, N.A., as Depositary By /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President Deposit Agreement (Class A) (Spirit 2017-1 EETC) SCHEDULE I to DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL AGREEMENT SCHEDULE OF DEPOSITS CLASS A Aircraft Type Expected Reg. No.1 Current Scheduled Delivery Month Deposit Amount Account No. Scheduled Principal Amortization Amount on 8/15/18 Airbus A320-200 (Early Delivery Aircraft) N651NK December 2017 $ 6,258,000.00 [ ] $ 170,000.00 Airbus A320-200 (Early Delivery Aircraft) N652NK December 2017 $ 6,258,000.00 [ ] $ 170,000.00 Airbus A320-200 (Early Delivery Aircraft) N653NK January 2018 $ 6,272,000.00 [ ] $ 170,380.31 Airbus A321-200 (Early Delivery Aircraft) N683NK February 2018 $ 7,641,000.00 [ ] $ 207,574.94 Airbus A321-200 (Early Delivery Aircraft) N684NK February 2018 $ 7,641,000.00 [ ] $ 207,574.94 Airbus A321-200 (Early Delivery Aircraft) N685NK February 2018 $ 7,641,000.00 [ ] $ 207,574.94 Airbus A321-200 (Early Delivery Aircraft) N686NK March 2018 $ 7,647,000.00 [ ] $ 207,727.07 Airbus A321-200 (Early Delivery Aircraft) N687NK March 2018 $ 7,647,000.00 [ ] $ 207,727.07 Airbus A320-200 N654NK April 2018 $ 6,321,000.00 [ ] $ 0.00 Airbus A320-200 N655NK August 2018 $ 6,335,000.00 [ ] $ 0.00 Airbus A320-200 N656NK September 2018 $ 6,335,000.00 [ ] $ 0.00 Airbus A320-200 N690NK October 2018 $ 6,370,000.00 [ ] $ 0.00 1 As may be substituted therefor in accordance with the Note Purchase Agreement. Deposit Agreement (Class A) (Spirit 2017-1 EETC) EXHIBIT A to DEPOSIT INSURANCE CORPORATIONAGREEMENT FORM OF NOTICE OF PURCHASE WITHDRAWAL NOTICE OF PURCHASE WITHDRAWAL Citibank, N.A., as Depositary 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx X’Xxxxxx Reference: Spirit Airlines 0000-0 XXXX Telephone: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxx.xxx; xxx.xxxx@xxxx.xxx Ladies and Gentlemen: Reference is made to the Deposit Agreement (Class A) dated as of November 28, 2017 (the “Deposit Agreement”) between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”). In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[ ], Account No. [ ]. The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to [Spirit Airlines, Inc. (“Spirit”) at Xxxxx Fargo Bank, N.A., ABA# [ ], Account No. [ ], Reference: Spirit Airlines 2017-1A EETC (or to a designee of Spirit as notified by Spirit prior to the date of withdrawal specified herein)][the Pass Through Trustee at Wilmington Trust, National Association, Wilmington, Delaware ABA# [ ], Corporate Trust, Account No. [ ], Reference: Spirit Airlines 2017-1A EETC, Attn: Xxxxxxxxxx Xxxxxx]2 on [ ], 20 , upon the telephonic request of a representative of the Pass Through Trustee. 2 If any excess amounts that would need to be re-deposited pursuant to Section 2.4 of the Deposit Agreement and the applicable Funding Notice have been identified as of the date of this notice, the account to be specified here should be that of the Pass Through Trustee so that the Pass Through Trustee can re-deposit such excess amounts with the Depositary in accordance with Section 2.4 of the Deposit Agreement. If any such excess amounts are identified following delivery of this notice, a separate substantially similar notice may be sent specifying such account of the Pass Through Trustee. If there are no such excess amounts, the account number to be specified here should be that of Spirit. Deposit Agreement (Class A) (Spirit 2017-1 EETC) WILMINGTON TRUST COMPANY, as Escrow Agent By: Name: Title: Dated: As of [ , 20 ] Deposit Agreement (Class A) (Spirit 2017-1 EETC) EXHIBIT B to DEPOSIT AGREEMENT FORM OF NOTICE OF FINAL WITHDRAWAL NOTICE OF FINAL WITHDRAWAL Citibank, N.A., as Depositary 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx X’Xxxxxx Reference: Spirit Airlines 0000-0 XXXX Telephone: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxx.xxx; xxx.xxxx@xxxx.xxx Ladies and Gentlemen: Reference is made to the Deposit Agreement (Class A) dated as of November 28, 2017 (the “Deposit Agreement”) between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”). In accordance with Section 2.3(b)(i) of the Deposit Agreement, the undersigned hereby requests the withdrawal of (x) the entire amount of all of the remaining Deposits together with (y) all accrued and unpaid interest on such Deposits to but excluding [ ], 20 . The undersigned hereby directs the Depositary to pay the entire amount of such Deposits and accrued and unpaid interest thereon on [ ], 20 to the Paying Agent at Wilmington Trust, National Association, Wilmington, Delaware, ABA # [ ], Corporate Trust, Account No. [ ], Reference: Spirit Airlines 2017-1A EETC, Attn: Xxxxxxxxxx Xxxxxx. WILMINGTON TRUST COMPANY, as Escrow Agent By: Name: Title: Dated: As of [ , 20 ] Deposit Agreement (Class A) (Spirit 2017-1 EETC) EXHIBIT C to DEPOSIT AGREEMENT FORM OF NOTICE OF REPLACEMENT WITHDRAWAL NOTICE OF REPLACEMENT WITHDRAWAL Citibank, N.A., as Depositary 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx X’Xxxxxx Reference: Spirit Airlines 0000-0 XXXX Telephone: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxx.xxx; xxx.xxxx@xxxx.xxx Ladies and Gentlemen: Reference is made to the Deposit Agreement (Class A) dated as of November 28, 2017 (the “Deposit Agreement”) between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”). In accordance with Section 2.3(b)(ii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the following: (x) with respect to all Deposits currently held by the Depositary, (1) the entire amount of such Deposits together with (2) all accrued and unpaid interest on such Deposits to but excluding [ ], 20 and (y) with respect to all Deposits, if any, previously withdrawn pursuant to a Notice of Purchase Withdrawal, all accrued and unpaid interest on such Deposits to but excluding the date of the applicable Purchase Withdrawal. The undersigned hereby directs the Depositary to pay on [ ], 20 (i) the amount requested to be withdrawn pursuant to clause (x) above to [name and account details of the replacement depositary], Reference: Spirit Airlines 2017-1A EETC; and (ii) the amount requested to be withdrawn pursuant to clause (y) above to the Paying Agent at Wilmington Trust, National Association, Wilmington, Delaware, ABA # [ ], Corporate Trust, Account No. [ ], Reference: Spirit Airlines 2017-1A EETC, Attn: Xxxxxxxxxx Xxxxxx. WILMINGTON TRUST COMPANY, as Escrow Agent By: Name: Title: Dated: As of [ , 20 ] Deposit Agreement (Class A) (Spirit 2017-1 EETC) EXHIBIT D to DEPOSIT AGREEMENT FORM OF NOTICE OF EVENT OF LOSS WITHDRAWAL NOTICE OF EVENT OF LOSS WITHDRAWAL Citibank, N.A., as Depositary 000 Xxxxxxxxxx Xxxx., 00xx Xxxxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx X’Xxxxxx Reference: Spirit Airlines 0000-0 XXXX Telephone: (000) 000-0000 E-mail: xxxxxx.xxxxxxx@xxxx.xxx; xxx.xxxx@xxxx.xxx Ladies and Gentlemen: Reference is made to the Deposit Agreement (Class A) dated as of November 28, 2017 (the “Deposit Agreement”) between Wilmington Trust Company, as Escrow Agent, and Citibank, N.A., as Depositary (the “Depositary”). In accordance with Section 2.3(b)(iii) of the Deposit Agreement, the undersigned hereby requests the withdrawal of the entire amount of the Deposit, $[ ], Account No. [ ], relating to the aircraft bearing U.S. registration number N[ ], together with the payment of all accrued and unpaid interest on such Deposit to but excluding [ ], 20 . The undersigned hereby directs the Depositary to pay the entire amount of such Deposit and accrued and unpaid interest thereon on [ ], 20 to the Paying Agent at Wilmington Trust, National Association, Wilmington, Delaware, ABA # [ ], Corporate Trust, Account No. [ ], Reference: Spirit Airlines 2017-1A EETC, Attn: Xxxxxxxxxx Xxxxxx. WILMINGTON TRUST COMPANY, as Escrow Agent By: Name: Title: Dated: As of [ , 20 ]

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or Deposit Agreement (Class AA) (American Airlines 2017-1 Aircraft EETC) otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)AA) (American Airlines 20122017-2 1 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. [Remainder of Page Intentionally Blank; Signature Pages Follow] 12 Deposit Agreement (Class C(R)AA) (American Airlines 20122019-2 1 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any instructions regarding funds Deposit Agreement (Class B) (American Airlines 2016-2 Aircraft EETC) transfer should contain a selected test word also evidenced on Schedule II. Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. [Remainder of Page Intentionally Blank; Signature Pages Follow] Deposit Agreement (Class C(R)B) (American Airlines 20122016-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all funds transfer instructions that are (a) If a Payment Notice is given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto or otherwiseBuyer, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to one of the person or persons designated on Schedule II hereto (“Schedule II”)Authorized Representatives for Buyer, and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall If a Mutual Release Notice or Termination Notice is given by the Parties, as applicable, whether in writing, by facsimile or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to at least one of the persons designated by each such Party for such purposes on Schedule 1, and the Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated The persons designated as Authorized Representatives and telephone numbers for same may be changed only in a writing executed by an Authorized Representative or other duly authorized signatory, a list officer of the applicable Party setting forth such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of changes and actually received by the Escrow Agent hereunder and individually have full power and authority via facsimile or as a PDF attached to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”)an email. Any change in designation of Authorized Persons shall No funds will be provided by written notice, signed by disbursed until an Authorized Person, and actually received and acknowledged Representative(s) is able to confirm such instructions by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedurestelephone callback. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent GGCP or Buyer to identify (a) the beneficiary, (b) the beneficiary’s 's bank, or (c) an intermediary bank. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The Escrow Agent acknowledges Parties acknowledge that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.

Security Procedures. With respect to all funds transfer In the event instructions that or are given pursuant to this Agreement regarding the delivery of the all or any portion of the Escrow Units (other than in writing at the time of execution of this Escrow Agreement, as indicated in Section 9 above), whether in writing, by electronic mail with a scanned attachment thereto telecopier or otherwise, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II schedule 1 hereto (“Schedule II1”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on Schedule 1. The undersigned is authorized to certify that the Escrow Agent’s Incumbency Certificatesignatories on Schedule 1 are authorized signatories. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by the DepositaryEscrow Agent. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by If the Escrow Agent is unable to identify (a) contact any of the beneficiaryauthorized representatives identified in Schedule 1, the Escrow Agent is hereby authorized to seek confirmation of such instructions by telephone call-back to any one or more of your executive officers, (b) “Executive Officers”), which shall include the beneficiary’s banktitles of , or (c) an intermediary bankas the Escrow Agent may select. Such “Executive Officer” shall deliver to the Escrow Agent a fully executed Incumbency Certificate, and the Escrow Agent may rely upon the confirmation of anyone purporting to be any such officer. The Depositary Escrow Agent may apply any of the escrowed funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The parties to this Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATIONParty A and Party B agree that repetitive or standing settlement instructions will be effective as the funds transfer instructions of Party A and Party B, whether or not authorized, if such settlement instructions are verified pursuant to the security procedure provided herein or such other security procedure that the Escrow Agent, Party A and Party B may agree to.

Security Procedures. With respect to all funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Agreement), whether in writing, by electronic mail with a scanned attachment thereto facsimile or otherwise, the Depositary is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II hereto (“Schedule II”), and the Depositary may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed to act as authorized Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any instructions regarding funds transfer should contain a selected test word also evidenced on Schedule II. Any change in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and actually received and acknowledged by the Depositary. Any communication from the Depositary that the Depositary deems to contain confidential, proprietary, and/or sensitive information shall be encrypted in accordance with the Depositary’s internal procedures. The Depositary and the beneficiary’s bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Depositary may apply any of the funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. The Escrow Agent acknowledges that these security procedures are commercially reasonable. [Remainder of Page Intentionally Blank; Signature Pages Follow] Deposit Agreement (Class C(R)AA) (American Airlines 20122016-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION

Security Procedures. With respect to all In the event funds transfer instructions that are given pursuant to this Agreement (other than in writing at the time of execution of this Revenue Escrow Agreement, as indicated in Schedule 1 and Schedule 2 attached hereto), whether in writing, writing or by electronic mail with a scanned attachment thereto or otherwisetelecopier, the Depositary Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule II 4 hereto (each an “Schedule IIAuthorized Representative”, collectively, the “Authorized Representatives”), and the Depositary Escrow Agent may rely upon the confirmation of anyone purporting to be the person or persons so designated. Each funds transfer instruction shall be executed by an authorized signatory, a list of such authorized signatories is set forth on the Escrow Agent’s Incumbency Certificate. The persons listed on such Incumbency Certificate have been duly appointed undersigned is authorized to act as certify that the Authorized Representatives are authorized Deposit Agreement (Class C(R)) (American Airlines 2012signatories. The Authorized Representatives and telephone numbers for call-2 Aircraft EETC) signatories of the Escrow Agent hereunder and individually have full power and authority to execute and deliver any notices or instructions, to amend, modify or waive any provisions of this Agreement, and to take any and all other actions permitted under this Agreement (the “Authorized Persons”). Any change backs may be changed only in designation of Authorized Persons shall be provided by written notice, signed by an Authorized Person, and a writing actually received and acknowledged by the DepositaryEscrow Agent. Any communication from If the Depositary that Escrow Agent is unable to contact any of the Depositary deems Authorized Representatives, the Escrow Agent is hereby authorized to contain confidentialseek confirmation of such instructions by telephone call-back to the Stockholders’ Representative or any one or more of the managers of the Parent (the “Executive Officers”) as the Escrow Agent may select. Such Executive Officers shall deliver to the Escrow Agent a fully executed Incumbency Certificate, proprietary, and/or sensitive information shall and the Escrow Agent may rely upon the confirmation of anyone purporting to be encrypted in accordance with the Depositary’s internal proceduresany such officer. The Depositary Escrow Agent and the beneficiary’s 's bank in any funds transfer may rely solely upon any account numbers or similar identifying numbers provided by the Escrow Agent Parent or the Stockholders’ Representative to identify (ai) the beneficiary, (bii) the beneficiary’s 's bank, or (ciii) an intermediary bank. The Depositary Escrow Agent may apply any of the funds Escrow Funds for any payment order it executes using any such identifying number, even when its use may result in a person other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s 's bank or an intermediary bank designated. The parties to this Revenue Escrow Agent acknowledges Agreement acknowledge that these security procedures are commercially reasonable. Deposit Agreement (Class C(R)) (American Airlines 2012-2 Aircraft EETC) ANY DEPOSIT HEREUNDER IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION.