Common use of Alterations, Modifications and Additions Clause in Contracts

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the Engine as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, The Grantor shall make (or cause to be made such made) alterations and modifications in and additions to the each Engine as may be required to the extent be made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA FAA, to the extent made mandatory in respect of such Engine (a “Mandatory Modification”); provided, however, that the Grantor may, in good faith and by appropriate procedure, contest the validity or under any Law application of any Governmental Entity having jurisdiction law, rule, regulation or issued by order in any reasonable manner which does not materially adversely affect the manufacturer Security Trustee’s interest in such Engine and does not involve any material risk of sale, forfeiture or loss of such Engine or the interest of the Engine Security Trustee therein, or Partsany material risk of material civil penalty or any material risk of criminal liability being imposed on the Security Trustee or any Secured Party. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee)the Grantor, at its own expense, may from time to time make make, or cause to be made, such alterations and modifications in and additions to any Engine (each an “Optional Modification”) as the Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) Grantor may deem desirable in the proper conduct of its businessbusiness including, without limitation, removal of Parts which the Grantor deems are obsolete or no longer suitable or appropriate for use in such Engine (“Obsolete Parts”); provided, however, that no such Optional Modification to an Engine shall diminish the fair market value, utility or remaining useful life of such Engine below its fair market value, utility or remaining useful life immediately prior to such Optional Modification (assuming such Engine was in the condition required by this Mortgage immediately prior to such Optional Modification). All Parts incorporated or installed in or attached to any Engine as the result of any alteration, modification or addition diminishes effected by the valueGrantor shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Mortgage; provided that the Grantor may, remaining useful life at any time so long as any Engine is subject to the Lien of this Mortgage, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Engine if (i) such Part is in addition to, and not in replacement of or utilityin substitution for, any Part originally incorporated or impairs installed in or attached to such Engine at the condition or airworthiness, time of original delivery thereof by the Engine Manufacturer or any Part below that immediately prior in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to such alteration, modification or addition assuming that the Engine and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts be incorporated or installed in or attached or added to the such Engine as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject pursuant to the Lien terms of Section 3.02(d) or the Indenture (if it has not been dischargedfirst sentence of this Section 3.04(d) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased such Part can be removed from such Engine without materially diminishing the fair market value, utility or remaining useful life which such Engine would have had at the time of removal had such removal not been effected by the Grantor, assuming such Engine was otherwise maintained in the condition required by this Mortgage and such Removable Part had not been incorporated or installed in or attached to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor such Engine. Upon the removal by the Grantor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part or Obsolete Part as the result of such Removable Part being installed on the Engine; above provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessortitle thereto shall, conditional vendorwithout further act, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, rights of the Security Trustee and (B) such Removable Part or Obsolete Part shall no longer be deemed a Part hereunder. Removable Parts may be leased from or financed by (and subject to Liens thereunder in favor of) third parties other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromSecurity Trustee.

Alterations, Modifications and Additions. LesseeThe Owner, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by jurisdiction; provided, however, that the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee Owner (or, if a Permitted Sublease Lease is then in effect, a Permitted Sublesseeany Lessee) may, in good faith, contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect the Indenture Trustee. In addition, the Owner (or any Lessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee the Owner (or, if a Permitted Sublease is in effect, a Permitted Sublesseeor any Lessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which the Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition diminishes shall materially diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this LeaseTrust Indenture, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed [$400,000 for A319's] [$500,000 for 757's]. Except as otherwise provided herein, title to all All Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the "Additional Parts") shall, shall immediately vest in Lessor and without further act, become subject to the Lien of this Trust Indenture. Notwithstanding the Indenture foregoing sentence, the Owner (if it has not been dischargedor any Lessee) and this Leasemay remove or suffer to be removed any Additional Part, without the necessity for any further act of transfer, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or any Engine on the Closing Date or any Part in replacement of, or substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under incorporated or installed in or attached or added to the Airframe or any Engine pursuant to the terms of Section 9(a7.02 hereof or the first sentence of this paragraph (c) and (iii) can be removed from the Airframe or 9(bsuch Engine without diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Owner (or any Lessee) hereofof any Part as provided above, Lessee (orsuch Part shall, if a Permitted Sublease is in effectwithout further act, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is be free and clear of all Liensrights of the Indenture Trustee, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable such Part shall not be subject to the FAA or other Governmental Entity having jurisdiction, Lien of this Trust Indenture and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when shall no longer be deemed part of the Airframe or Engine from which it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromremoved.

Alterations, Modifications and Additions. LesseeThe Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made) any Mandatory Modification in respect of any Spare Engine; provided, however, that the Owner or a Permitted Lessee may, in good faith and by appropriate procedure, contest the validity or application of any law, rule, regulation or order in any reasonable manner which does not materially adversely affect Mortgagee’s interest in such Spare Engine, does not impair the Mortgagee’s security interest or International Interest in such Spare Engine and does not involve any material risk of sale, forfeiture or loss of such Spare Engine or the interest of Mortgagee therein, or any material risk of material civil penalty or any material risk of criminal liability being imposed on the Mortgagee or the holder of any Equipment Note. In addition, the Owner, at its own expense, may, or may permit a Permitted Lessee at its own cost and expenseexpense to, shall from time to time make or cause to be made an Optional Modification to any Spare Engine; provided, however, that no such alterations and modifications Optional Modification shall materially diminish the fair market value, utility, or useful life of such Spare Engine below its fair market value, utility or useful life immediately prior to such Optional Modification (assuming such Spare Engine was in and additions the condition required by this Agreement immediately prior to such Optional Modification). All Parts incorporated or installed in or attached to any Spare Engine as the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA or under any Law result of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes effected by the valueOwner shall be free and clear of any Liens except Permitted Liens and become subject to the Lien of this Agreement; provided that the Owner or any Permitted Lessee may, remaining useful life at any time so long as any Spare Engine is subject to the Lien of this Agreement, remove any such Part (such Part being referred to herein as a “Removable Spare Engine Part”) from such Spare Engine if (i) such Part is in addition to, and not in replacement of or utilityin substitution for, any Part originally incorporated or impairs installed in or attached to such Spare Engine at the condition or airworthiness, time of original delivery thereof by the Engine Manufacturer or any Part below that immediately prior in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to such alteration, modification or addition assuming that the Engine and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts be incorporated or installed in or attached or added to the such Spare Engine as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject pursuant to the Lien terms of Section 2.02(d) or the Indenture (if it has not been dischargedfirst sentence of this Section 2.03(d) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased such Part can be removed from such Spare Engine without materially diminishing the fair market value, utility or remaining useful life which such Spare Engine would have had at the time of removal had such removal not been effected by the Owner, assuming such Spare Engine was otherwise maintained in the condition required by this Agreement and such Removable Spare Engine Part had not been incorporated or installed in or attached to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor such Spare Engine. Upon the removal by the Owner of any third party, then Lessor will not acquire or claim, such Part as against such lessor, conditional vendor or secured party, any rightabove provided in this Section 2.03(d), title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; providedthereto shall, howeverwithout further act, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, rights of the Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable Spare Engine Parts may be leased from or financed by third parties other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromMortgagee.

Alterations, Modifications and Additions. LesseeThe Owner, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by jurisdiction; provided, however, that the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee Owner (or, if a Permitted Sublease Lease is then in effect, a Permitted Sublesseeany Lessee) may, in good faith, contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect the Indenture Trustee. In addition, the Owner (or any Lessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee the Owner (or, if a Permitted Sublease is in effect, a Permitted Sublesseeor any Lessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which the Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition diminishes shall materially diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this LeaseTrust Indenture, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed $400,000. Except as otherwise provided herein, title to all All Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the "Additional Parts") shall, shall immediately vest in Lessor and without further act, become subject to the Lien of this Trust Indenture. Notwithstanding the Indenture foregoing sentence, the Owner (if it has not been dischargedor any Lessee) and this Leasemay remove or suffer to be removed any Additional Part, without the necessity for any further act of transfer, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or any Engine on the Closing Date or any Part in replacement of, or substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under incorporated or installed in or attached or added to the Airframe or any Engine pursuant to the terms of Section 9(a7.02 hereof or the first sentence of this paragraph (c) and (iii) can be removed from the Airframe or 9(bsuch Engine without diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Owner (or any Lessee) hereofof any Part as provided above, Lessee (orsuch Part shall, if a Permitted Sublease is in effectwithout further act, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is be free and clear of all Liensrights of the Indenture Trustee, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable such Part shall not be subject to the FAA or other Governmental Entity having jurisdiction, Lien of this Trust Indenture and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when shall no longer be deemed part of the Airframe or Engine from which it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromremoved.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts as may be required from time to time to meet the applicable standards of the FAA or under any Law other governmental authority having jurisdiction regardless of upon whom nominally imposed; provided, however, that Lessee may, in good faith, contest the validity or application of any Governmental Entity having jurisdiction such law, rule, regulation or issued by order in any reasonable manner which does not adversely affect Lessor or its right, title and interest in the manufacturer Engine or any Airframe and does not involve any risk of sale, forfeiture or loss of the Engine or Partsany Airframe (or airframe on which it is installed) or any risk of civil liability or criminal liability being imposed on Lessor; provided, further, that no appliance, part, instrument, appurtenance, accessory, furnishing or other equipment of whatever nature relating to such alteration, modification or addition may be leased from any Person other than Lessor. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee)Lessee, at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, ; provided that no such alteration, modification or addition diminishes shall diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease. Except as otherwise provided herein, title Title to all Parts incorporated or installed in or attached or added to the Engine as the result of such alteration, modification or additionaddition (the “Additional Parts”) shall, shall immediately without further act, vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereonOwner, and (B) the Owner shall not be required under any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required circumstances under this Lease to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability or cost pay directly for any alteration, modification, modification or addition. Any Part installed by Lessee as above provided prior to the return of the Engine to Lessor hereunder shall remain the property of the Owner. Lessee shall not, without Lessor’s prior written consent, make any Major Modifications to the Engine if such Major Modifications to such Airframe or for any grounding airframe would affect the value, utility or suspension of certification remaining useful life of the Engine, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. LesseeThe Borrower (or the applicable Helicopter Owning Subsidiary) shall, or shall cause an Eligible Lessee to, make (or cause to be made) alterations and modifications in and additions to each Mortgaged Helicopter as may be required to be made from time to time to meet the applicable standards of the FAA or any other Aviation Authority having jurisdiction over the operation of such Mortgaged Helicopter, to the extent made mandatory in respect of such Mortgaged Helicopter (a “Mandatory Modification”). In addition, the Borrower or the applicable Helicopter Owning Subsidiary, at its own expense, may, or may permit an Eligible Lessee at its own cost and expenseexpense to, shall from time to time make or cause to be made such alterations and modifications in and additions to any Mortgaged Helicopter (each an “Optional Modification”) as the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet Borrower, the applicable standards of the FAA Helicopter Owning Subsidiary or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, such Eligible Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its businessbusiness including, without limitation, removal of Parts which Borrower deems are obsolete or no longer suitable or appropriate for use in such Mortgaged Helicopter; provided, however, that no such Optional Modification shall (i) materially diminish the Fair Market Value, utility, or useful life of any Mortgaged Helicopter below its Fair Market Value, utility or useful life immediately prior to such Optional Modification (assuming such Mortgaged Helicopter was in the condition required by this Agreement immediately prior to such Optional Modification) or (ii) cause any Mortgaged Helicopter to cease to have the applicable standard certificate of airworthiness except in limited circumstances solely for temporary experimental purposes. All Parts incorporated or installed in or attached to any Mortgaged Helicopter as the result of any alteration, modification or addition diminishes effected by the value, remaining useful life or utility, or impairs Borrower shall be free and clear of any Liens except Permitted Liens and become subject to the condition or airworthiness, Lien in favor of the Engine Administrative Agent; provided that the Borrower, the applicable Helicopter Owning Subsidiary or any Eligible Lessee may, at any time so long as a Mortgaged Helicopter is subject to the Lien in favor of the Administrative Agent, remove any such Part (such Part being referred to herein as a “Removable Part”) from such Mortgaged Helicopter if (i) such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Mortgaged Helicopter at the time of delivery thereof hereunder or any Part below that immediately prior in replacement of, or in substitution for, any such original Part, (ii) such Part is not required to such alteration, modification or addition assuming that the Engine and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts be incorporated or installed in or attached or added to the Engine as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject Mortgaged Helicopter pursuant to the Lien terms of Section 10.2(c)(ii) or the Indenture (if it has not been discharged) and first sentence of this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted SublesseeSection 10.2(c)(iii), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or and (iii) leased to Lessee (orsuch Part can be removed from such Mortgaged Helicopter without materially diminishing its Fair Market Value, if a Permitted Sublease is utility or remaining useful life which such Mortgaged Helicopter would have had at the time of removal had such removal not been effected by the Borrower, assuming the Mortgaged Helicopter was otherwise maintained in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any the condition required by this Agreement and such Removable Part had not been incorporated or installed in or attached to such Mortgaged Helicopter. Upon the removal by the Borrower of any such Part as the result of such Removable Part being installed on the Engine; above provided, howevertitle thereto shall, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessorwithout further act, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least rights of the same modification status Administrative Agent and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In shall no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromlonger be deemed a Part hereunder.

Alterations, Modifications and Additions. LesseeThe Company, at its own cost and expense, shall will make or cause to be made such alterations and modifications in and additions to the any Engine as may be required to the extent be made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA or under any Law JAA, to the extent made mandatory in respect of the Engines; provided, however, that the Company in good faith and by appropriate proceedings may contest the validity or application of any Governmental Entity having jurisdiction such mandatory modification in any reasonable manner which does not involve any risk of loss, sale or issued by forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the manufacturer of the Engine or PartsSecurity Trustee's interest in such Engine. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee)the Company, at its own expense, may, or may permit a Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to any Engine (each an "Optional Modification") as the Engine as Company or such Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its businessbusiness including, without limitation, removal of Parts which the Company deems are obsolete or no longer suitable or appropriate for use in such Engine; provided, however, that (i) no such alteration, modification or addition diminishes Optional Modification shall materially diminish the value, remaining useful life or utility, or impairs the condition useful life of any Engine below its value, utility or airworthiness, of the Engine or any Part below that useful life immediately prior to such alteration, modification or addition Optional Modification (assuming that the such Engine and Parts were then of the value, utility and remaining useful life and was in the condition and airworthiness required by the terms of this LeaseMortgage immediately prior to such Optional Modification) and (ii) such Optional Modification shall have been approved by the applicable Engine Manufacturer or the FAA or JAA, as applicable. Except as otherwise expressly provided herein, title to all Parts incorporated or installed in or attached or added to the any Engine as the result of any such alteration, modification or addition, addition (the "Additional Parts") shall immediately vest in Lessor and become subject to the Lien of this Mortgage. Notwithstanding the Indenture foregoing sentence, the Company (if it has not been dischargedor any Lessee) and this Lease, without the necessity for may remove or suffer to be removed any further act of transfer, document or notice. If any Removable Additional Part; provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Engine on the date that the Company originally acquired such Engine or any Part in replacement of, or in substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under incorporated or installed in or attached or added to such Engine pursuant to the terms of Section 9(a) or 9(b3.02(c) hereof, Lessee the terms of the insurance policies required to be carried hereunder or any applicable law or the first sentence of this Section 3.03(d), and (oriii) can be removed from such Engine without materially diminishing the value, if a Permitted Sublease is utility or remaining useful life which such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Engine was in effectthe condition and repair required to be maintained by the terms hereof. Upon the removal by the Company (or any Lessee) of any such Part as above provided, a Permitted Sublessee) may remove the replacement such Part so long as it reinstalls the original Part and such original Part is shall, without further act, be free and clear of the Lien of this Mortgage and all Liens, other than Permitted Liens, is in at least rights of the same modification status Security Trustee and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In shall no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromlonger be deemed a Part hereunder.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall The Lessee will make (or cause to be made made) such alterations and alterations, modifications in and additions to the each Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time as may be required to meet the applicable standards of the FAA or under any Law FAA, subject to clause (i)(2) of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine or PartsSection 7(a). In addition, so long as no Default the Lessee or Event of Default has occurred and is continuing, Lessee (or, if a any Permitted Sublease is in effect, a Permitted Sublessee)Sublessee may from time to time, at its own expense, may from time to time make such alterations and modifications in and additions to the any Airframe or any Engine as the Lessee (or, if a or such Permitted Sublease is in effect, a Permitted Sublessee) Sublessee may deem desirable in the proper conduct of its business, provided, including removal of Parts which the Lessee or such Permitted Sublessee deems to be obsolete or no longer suitable or appropriate for use on such Airframe or such Engine; provided that no such alteration, modification modification, removal or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine and Parts were then of materially decreases the value, utility and remaining useful life and of such Airframe or such Engine below the value, utility or remaining useful life thereof (without regard to hours or cycles) immediately prior to such alteration, modification, removal or addition, assuming that such Airframe or such Engine is in the condition and airworthiness required hereunder, except that, so long as no Special Default or Event of Default is continuing, the value (but not the utility) of such Airframe or any Engine may be reduced by the terms value of this Leaseobsolete Parts which shall have been removed so long as the aggregate value of all obsolete Parts which shall have been removed and not replaced shall not exceed the Obsolete Part Amount. Except as otherwise provided herein, title to all Parts All parts incorporated or installed in or attached or added to the an Airframe or an Engine as the result of such alteration, modification or additionaddition (except PCE which the Lessee has leased from others and Parts which may be removed by the Lessee pursuant to the next sentence) (the “Additional Part” or “Additional Parts”) shall, shall immediately vest in Lessor and without further act, become subject to the Lien of the Indenture (if it has not been discharged) and this LeaseMortgage. Notwithstanding the foregoing, without the necessity for Lessee may remove any further act of transferAdditional Part, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to such Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of or substitution for any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) incorporated or 9(b) hereof, Lessee (or, if a Permitted Sublease is installed in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and or attached or added to such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable Airframe or any Engine pursuant to the FAA terms of Section 7 hereof or other Governmental Entity having jurisdictionthe first sentence of this Section 8(c), and is in as good operating condition as(iii) can be removed from such Airframe or such Engine without impairing the airworthiness of such Airframe or such Engine or diminishing the value, utility and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability Airframe or cost for any such Engine which such Airframe or such Engine would have had at such time had such alteration, modification, modification or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromaddition not occurred.

Alterations, Modifications and Additions. The Grantor will make (or cause to be made) such alterations and modifications in and additions to such Spare Engine as may be required from time to time to meet the applicable requirements of the FAA, to the extent mandatory in respect of the Spare Engine; provided that the Grantor may, in good faith, contest the validity or application of any such requirement in any manner that does not involve any material risk of sale, loss or forfeiture of such Spare Engine and does not adversely affect the Trustee’s interest in the Spare Engine Collateral. In addition, the Grantor (or any Permitted Lessee), at its own cost and expense, shall may from time to time add further parts or accessories and make or cause to be made such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Spare Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) the Grantor may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal (without replacement) of Parts, provided that no such alteration, modification or addition diminishes shall materially diminish the value, remaining useful life value or utility of such Spare Engine below its value or utility, or impairs the condition or airworthiness, of the Engine or any Part below that immediately prior to such alteration, modification or addition addition, assuming that the such Spare Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this LeaseSpare Engine Security Agreement, except that the value (but not the utility) of such Spare Engine may be reduced by the value of any such Parts that shall have been removed that the Grantor deems obsolete or no longer suitable or appropriate for use on such Spare Engine. Except as otherwise provided herein, title to all All Parts incorporated or installed in or attached or added to the such Spare Engine as the result of such alteration, modification or addition, addition shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all any Liens, other than Permitted Liens, and shall, without further act, be subject to the Lien of this Spare Engine Security Agreement. Notwithstanding the foregoing, the Grantor (or any Permitted Lessee) may, at any time, remove any Part from such Spare Engine if such Part: (i) is in addition to, and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to such Spare Engine at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable time of delivery thereof to the FAA Grantor or other Governmental Entity having jurisdictionany Part in replacement of, or substitution for, any such Part, (ii) is not required to be incorporated or installed in or attached or added to such Spare Engine pursuant to the first sentence of this Section 6.03(c) or Section 6.01(d) and is in as good operating condition as, and has a utility, remaining useful life and a (iii) can be removed from such Spare Engine without materially diminishing the value at least equal or utility required to be maintained by the terms of this Spare Engine Security Agreement that of such Spare Engine would have had had such Part when it was never been installed on such Spare Engine. Upon the removal by the Grantor of any Part as permitted by this Section 6.03(c), such removed Part shall, without further act, be free and clear of the Lien of this Spare Engine Security Agreement and of all rights and interests of the Trustee (and the other beneficiaries hereof) and shall no longer be deemed a Part hereunder. Upon request of the Grantor from time to time, the Trustee shall execute and deliver to the Grantor an appropriate instrument confirming the release of any such removed Part from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension Lien of certification of the Engine, or for any loss of revenue arising therefromthis Spare Engine Security Agreement.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine Airframe, Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the Engine as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the EngineAircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such equipment installed therein) (any or all of which are hereafter referred to as In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the EngineAircraft, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. LesseeThe Owner, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by jurisdiction; provided, however, that the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee Owner (or, if a Permitted Sublease Lease is then in effect, a Permitted Sublesseeany Lessee) may, in good faith, contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect the Indenture Trustee. In addition, the Owner (or any Lessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee the Owner (or, if a Permitted Sublease is in effect, a Permitted Sublesseeor any Lessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which the Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition diminishes shall materially diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this LeaseTrust Indenture, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed [$400,000 for A319's] [$500,000 for 757's] [$800,000 for A330's]. Except as otherwise provided herein, title to all All Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the "Additional Parts") shall, shall immediately vest in Lessor and without further act, become subject to the Lien of this Trust Indenture. Notwithstanding the Indenture foregoing sentence, the Owner (if it has not been dischargedor any Lessee) and this Leasemay remove or suffer to be removed any Additional Part, without the necessity for any further act of transfer, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or any Engine on the Closing Date or any Part in replacement of, or substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under incorporated or installed in or attached or added to the Airframe or any Engine pursuant to the terms of Section 9(a7.02 hereof or the first sentence of this paragraph (c) and (iii) can be removed from the Airframe or 9(bsuch Engine without diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Owner (or any Lessee) hereofof any Part as provided above, Lessee (orsuch Part shall, if a Permitted Sublease is in effectwithout further act, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is be free and clear of all Liensrights of the Indenture Trustee, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable such Part shall not be subject to the FAA or other Governmental Entity having jurisdiction, Lien of this Trust Indenture and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when shall no longer be deemed part of the Airframe or Engine from which it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromremoved.

Alterations, Modifications and Additions. LesseeThe Company, at its own cost and expense, shall will make or cause to be made such alterations and modifications in and additions to the any Engine as may be required to the extent be made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA or under any Law EASA, to the extent made mandatory in respect of the Engines; provided, however, that the Company in good faith and by appropriate proceedings may contest the validity or application of any Governmental Entity having jurisdiction such mandatory modification in any reasonable manner which does not involve any risk of loss, sale or issued by forfeiture of any Engine, or result in any risk of criminal liability or material civil liability to any Secured Party or materially adversely affect the manufacturer of the Engine or PartsSecured Party’s interest in such Engine. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee)the Company, at its own expense, may, or may permit a Lessee at its own cost and expense to, from time to time make or cause to be made such alterations and modifications in and additions to any Engine (each an “Optional Modification”) as the Engine as Company or such Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its businessbusiness including, without limitation, removal of Parts which the Company deems are obsolete or no longer suitable or appropriate for use in such Engine; provided, however, that (i) no such alteration, modification or addition diminishes Optional Modification shall materially diminish the value, remaining useful life or utility, or impairs the condition useful life of any Engine below its value, utility or airworthiness, of the Engine or any Part below that useful life immediately prior to such alteration, modification or addition Optional Modification (assuming that the such Engine and Parts were then of the value, utility and remaining useful life and was in the condition and airworthiness required by the terms of this LeaseMortgage immediately prior to such Optional Modification) and (ii) such Optional Modification shall have been approved by the applicable Engine Manufacturer or the FAA or EASA, as applicable. Except as otherwise expressly provided herein, title to all Parts incorporated or installed in or attached or added to the any Engine as the result of any such alteration, modification or addition, addition (the “Additional Parts”) shall immediately vest in Lessor and become subject to the Lien of this Mortgage. Notwithstanding the Indenture foregoing sentence, the Company (if it has not been dischargedor any Lessee) and this Lease, without the necessity for may remove or suffer to be removed any further act of transfer, document or notice. If any Removable Additional Part; provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Engine on the date that the Company originally acquired such Engine or any Part in replacement of, or in substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under incorporated or installed in or attached or added to such Engine pursuant to the terms of Section 9(a) or 9(b3.02(c) hereof, Lessee the terms of the insurance policies required to be carried hereunder or any applicable law or the first sentence of this Section 3.03(d), and (oriii) can be removed from such Engine without materially diminishing the value, if a Permitted Sublease is utility or remaining useful life which such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Engine was in effectthe condition and repair required to be maintained by the terms hereof. Upon the removal by the Company (or any Lessee) of any such Part as above provided, a Permitted Sublessee) may remove the replacement such Part so long as it reinstalls the original Part and such original Part is shall, without further act, be free and clear of the Lien of this Mortgage and all Liens, other than Permitted Liens, is in at least rights of the same modification status Secured Party and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In shall no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromlonger be deemed a Part hereunder.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the Engine as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at such time during the Term for the Engine, remove any Part of such Engine, provided, that (i) such Part is in addition to, and not in replacement or substitution for, any Part originally incorporated or installed in or attached to, or delivered with, the Engine on the Delivery Date or any Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Engine pursuant to If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not removed by Lessee upon the termination or expiration of this Lease, at such time, shall become the property of Lessor and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Engine in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any unsightly area of the Engine as a result of such removal and make all other repairs which are advisable and result from such removal. In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof-47- ▇▇ ▇▇▇▇▇▇, Lessee ▇▇▇▇▇▇ (or▇▇, if ▇▇ a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine Airframe, Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine as Lessee (or, ,if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the Engine as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the EngineAircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the EngineAircraft, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by the manufacturer of the Engine or Parts. In additionjurisdiction; provided, so long as no Default or Event of Default has occurred and is continuinghowever, that Lessee (or, if a Permitted Sublease is then in effect, a Permitted any Sublessee) may, in good faith, contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect Lessor or, so long as any Secured Certificates are outstanding, the Indenture Trustee. In addition, Lessee (or any Sublessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted or any Sublessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which Lessee (or any Sublessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition diminishes shall materially diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed $800,000. Except as otherwise provided herein, title Title to all Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the "Additional Parts") shall, shall immediately without further act, vest in Lessor and become subject Lessor. Notwithstanding the foregoing sentence, Lessee (or any Sublessee) may remove or suffer to the Lien of the Indenture (if it has not been discharged) and this Leasebe removed any Additional Part, without the necessity for any further act of transfer, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) incorporated or 9(b) hereof, Lessee (or, if a Permitted Sublease is installed in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable or attached or added to the FAA Airframe or other Governmental Entity having jurisdictionany Engine pursuant to the terms of Section 7 hereof or the first sentence of this paragraph (c) and (iii) can be removed from the Airframe or such Engine without diminishing or impairing the value, and is in as good operating condition as, and has a utility, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and a value at least equal repair required to that be maintained by the terms hereof. Upon the removal by Lessee (or Sublessee) of any Part as provided above, title thereto shall, without further act, vest in Lessee (or any Sublessee, as the case may be) and such Part when shall no longer be deemed part of the Airframe or Engine from which it was removed. Any Part not removed from by Lessee (or any Sublessee) as above provided prior to the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification return of the Engine, Airframe or for any loss Engine to Lessor hereunder shall remain the property of revenue arising therefromLessor.

Alterations, Modifications and Additions. LesseeSublessee, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law other governmental authority having jurisdiction regardless of upon whom nominally imposed; provided, however, that Sublessee may, in good faith, contest the validity or application of any Governmental Entity having jurisdiction such law, rule, regulation or issued by order in any reasonable manner which does not adversely affect Head Lessor, the manufacturer Owner Participant, Sublessor or, so long as any Secured Certificates shall be outstanding, the Indenture Trustee, or their respective right, title and interest in the Aircraft and does not involve any risk of sale, forfeiture or loss of the Engine Aircraft or Partsany risk of civil liability or criminal liability being imposed on the Owner Participant, Head Lessor, or, so long as any Secured Certificates shall be outstanding, the Indenture Trustee, or Sublessor; provided, further, that no appliance, part, instrument, appurtenance, accessory, furnishing or other equipment of whatever nature relating to such alteration, modification or addition may be leased from any Person other than Sublessor. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) Sublessee may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which Sublessee has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, “Obsolete Parts”); provided that no such alteration, modification or addition diminishes shall diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this LeaseSublease, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate original cost of all Obsolete Parts which shall have been removed and not replaced pursuant to this Sublease or any other lease between Sublessee and Sublessor (or any affiliate thereof) shall not exceed $100,000. Except as otherwise provided herein, title Title to all Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the “Additional Parts”) shall, shall immediately without further act, vest in Lessor the Owner, and become subject the Owner shall not be required under any circumstances under this Sublease to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity pay directly for any further act of transferalteration, document modification or noticeaddition. If Notwithstanding the foregoing sentence, Sublessee may remove or suffer to be removed any Removable Additional Part, provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) incorporated or 9(b) hereof, Lessee (or, if a Permitted Sublease is installed in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable or attached or added to the FAA Airframe or other Governmental Entity having jurisdictionany Engine pursuant to the terms of Section 7 hereof or the first sentence of this paragraph (c) and (iii) can be removed from the Airframe or such Engine without diminishing or impairing the value, and is in as good operating condition as, and has a utility, utility or remaining useful life of the Airframe or such Engine. Upon the removal by Sublessee of any Part as provided above, title thereto shall, without further act, vest in Sublessee and a value at least equal to that of such Part when it was removed from the Engine. In shall no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification longer be deemed part of the Engine, Airframe or for any loss of revenue arising therefrom.Engine from which it was

Alterations, Modifications and Additions. LesseeThe Owner, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by jurisdiction; provided, however, that the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee Owner (or, if a Permitted Sublease Lease is then in effect, a Permitted Sublesseeany Lessee) may, in good faith, contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect the Indenture Trustee. In addition, the Owner (or any Lessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee the Owner (or, if a Permitted Sublease is in effect, a Permitted Sublesseeor any Lessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which the Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition diminishes shall materially diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this LeaseTrust Indenture, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed [$500,000 for 757] [$800,000 for A330]. Except as otherwise provided herein, title to all All Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the "Additional Parts") shall, shall immediately vest in Lessor and without further act, become subject to the Lien of this Trust Indenture. Notwithstanding the Indenture foregoing sentence, the Owner (if it has not been dischargedor any Lessee) and this Leasemay remove or suffer to be removed any Additional Part, without the necessity for any further act of transfer, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or any Engine on the Closing Date or any Part in replacement of, or substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under incorporated or installed in or attached or added to the Airframe or any Engine pursuant to the terms of Section 9(a7.02 hereof or the first sentence of this paragraph (c) and (iii) can be removed from the Airframe or 9(bsuch Engine without diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Owner (or any Lessee) hereofof any Part as provided above, Lessee (orsuch Part shall, if a Permitted Sublease is in effectwithout further act, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is be free and clear of all Liensrights of the Indenture Trustee, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable such Part shall not be subject to the FAA or other Governmental Entity having jurisdiction, Lien of this Trust Indenture and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when shall no longer be deemed part of the Airframe or Engine from which it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromremoved.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine Airframe, Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe, either Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine Airframe, Engines and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the Engine Aircraft as the result of such alteration, modification or addition, shall immediately vest in Lessor (or, so long as the Foreign Lease Agreement is in effect, Foreign Lessor) and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at such time during the Term for the Aircraft, remove any Part of such Aircraft, provided, that (i) such Part is in addition to, and not in replacement or substitution for, any Part originally incorporated or installed in or attached to, or delivered with, the Aircraft on the Delivery Date or any Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Part is not required to be incorporated or If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the EngineAircraft; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the EngineAircraft, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not removed by Lessee upon the termination or expiration of this Lease, at such time, shall become the property of Lessor, or Foreign Lessor, as the case may be, and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Aircraft in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any unsightly area of the In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the EngineAircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such equipment installed therein) (any or all of which are hereafter referred to as "Excluded Property") in the ordinary course of business, and Lessor shall not claim or acquire title thereto and the rights of the owners thereof therein shall not constitute a default hereunder; provided that (i) any such Excluded Property shall be removed prior to the date of a Return Occasion without causing any damage to the Aircraft and without diminishing or impairing the value, utility, remaining useful life or condition which the Aircraft would have had at such time had such Excluded Property not been installed, (ii) any equipment or seats which such Excluded Property replaces shall be properly stored with the interests of Lessor and, if the Lien of the Indenture is in effect, the Indenture Trustee, duly noted thereon and acknowledged by any applicable bailee or warehouse, and properly reinstalled on the Aircraft prior to the date of a Return Occasion, and (iii) Lessee (or such Permitted Sublessee) shall make all repairs which are required as a result of such removal and/or reinstallation. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the EngineAircraft, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Equipment, and shall perform all alert service bulletins and service bulletins that are mandated by airworthiness directives (and all service bulletins which are required to be performed to maintain the warranties for the Equipment) as may be issued from time to time, to meet the requirements of the Manufacturer, the Engine to manufacturer and the extent made mandatory for Lessee (or a sublessee) other vendors in respect of the Engine or Parts from time to time to meet Equipment and the applicable standards and airworthiness directives of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by the manufacturer of the Engine or Partsjurisdiction. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee)Lessee, at its own expense, may from time to time make such alterations and modifications in and additions to the Engine each Item of Equipment as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, provided that no such alteration, modification or addition addition: (i) materially and adversely alters the specification, structure or performance of the Aircraft, (ii) adversely affects the interchangeability or replaceability of Parts, (iii) invalidates any warranties applicable to the Aircraft, or (iv) in any other way diminishes the value, remaining utility or useful life or utility, of any Item of Equipment or impairs the condition or airworthinessairworthiness thereof below the value, of the Engine or any Part below that utility, useful life, condition and airworthiness thereof immediately prior to such alteration, modification or addition addition, assuming that the Engine and Parts were such Item of Equipment was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease. Except as otherwise provided herein, title Title to all Parts incorporated or installed in or attached or added to the Engine any Item of Equipment as the result of such any alteration, modification or additionaddition shall, shall immediately without further act, vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the EngineLessor; provided, however, that so long as no Event or Event of Default shall have occurred and be continuing, at any time during the Term, Lessee may remove any Part from such Item of Equipment, provided that (Ai) Lessor's inability such Part is in addition to, and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to so acquire or claim is subject such Item of Equipment at the time of the delivery thereof hereunder (after giving effect to the express condition that such lessor, conditional vendor, or secured party shall have agreed modifications referred to in writing (which agreement may be contained in the lease, conditional sale agreement or security agreementArticle 2(h) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, hereof) or any Part other than its interest in replacement of, or substitution for, any such Removable Part, (ii) such Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(aincorporated or installed in or attached or added to such Item of Equipment pursuant to the terms of Article 5(b) or 9(b5(c) hereofhereof or the first sentence of this paragraph (c), and (iii) such Part can be removed from such Item of Equipment without causing any material damage thereto and without diminishing or impairing the value, utility, useful life, condition or airworthiness which such Item of Equipment would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee (orof any such Part as above provided, title thereto shall, without further act, vest in Lessee and such Part shall no longer be deemed a Part hereunder. Any Part not removed by Lessee as above provided prior to the return of the Item of Equipment to Lessor hereunder shall remain the property of Lessor. In addition to the foregoing, if a Permitted Sublease is Lessee makes an alteration, modification or addition to an Item of Equipment in effectaccordance with the second paragraph of this Article 6(c) (an "Original Modification"), a Permitted Sublessee) Lessee, at its own expense, may remove from time to time during the replacement Part Term, so long as no Event or Event of Default shall have occurred and be continuing, remove such Original Modification and restore such Item of Equipment to its condition that it reinstalls would have been in if such Original Modification had not been made, provided that (i) after such restoration, such Item of Equipment shall be in compliance with the original Part requirements of Article 5(b) and Article 5(c) and the first sentence of this paragraph, (ii) such original Part restoration shall comply with the requirements of subparagraphs (ii) and (iii) of the second paragraph of this Article 6(c), and (iii) such restoration is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable performed without causing any material damage to the FAA Equipment and without diminishing or other Governmental Entity having jurisdictionimpairing the value, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from life, condition or airworthiness which the EngineEquipment would have had if the Original Modification had not been made. In no event any event, neither Lessor nor any Participant shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, any Item of Equipment or for any loss of revenue arising therefromrevenue.

Alterations, Modifications and Additions. The Borrower, at its ---------------------------------------- own expense, shall make (or cause to be made) alterations and modifications in and additions to any Engine as may be required to be made from time to time by Applicable Law or in order to maintain the insurance required under Section 4.05 regardless of upon whom such requirements are, by their terms, nominally imposed; provided, that the Borrower may, in good faith and with due diligence -------- and by appropriate procedure, contest the validity or application of any such standard in any reasonable manner which does not adversely affect in a non de minimis way the first priority Lien of this Agreement and does not involve any non-de minimis risk of sale, forfeiture or loss of any Engine or the first priority Lien of this Agreement, any in a non de minimis way risk of civil penalty or any risk of criminal liability being imposed on Lender. In addition, the Borrower (or a Permitted Lessee), at its own cost and expense, shall may from time to time make or cause to be made such alterations and modifications in and additions to any Engine as the Engine to the extent made mandatory for Lessee Borrower (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a such Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted SublesseeLessee) may deem desirable in the proper conduct of its business, provided, provided further that no such alteration, -------- modification or addition diminishes diminishes, the value, remaining useful life utility or utilitycondition of such Engine below the value, utility or impairs the condition or airworthiness, of the Engine or any Part below that thereof immediately prior to such alteration, modification or addition addition, assuming that the such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this LeaseAgreement. Except as otherwise provided herein, title Title to all Parts incorporated or installed in or attached or added to the any Engine as the result of such any alteration, modification or additionaddition effected by the Borrower (or a Permitted Lessee) shall, shall immediately vest in Lessor and without further act, become subject to the Lien of this Agreement; provided that the Indenture Borrower (or such Permitted Lessee) may, at -------- any time remove any such Part from an Engine if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease such Part is in effectaddition to, a Permitted Sublessee)and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Engine at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such original Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under incorporated or installed in or attached or added to such Engine pursuant to the terms of Section 9(a4.01(d) or 9(bthe first sentence of this Section 4.03(d) hereofand (iii) such Part can be removed from such Engine without diminishing or impairing the value, Lessee condition or utility which such Engine would have had at the time of removal had such alteration, modification or addition not been effected by the Borrower (oror such Permitted Lessee) assuming such Engine was otherwise maintained in the condition required by this Agreement. Upon the removal by the Borrower (or such Permitted Lessee) of any such Part as above provided and the installation of a Replacement Part as provided herein (if applicable), if a Permitted Sublease is in effecttitle thereto shall, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is without further act, be free and clear of all Liens, other than Permitted Liens, is in at least rights of the same modification status Lender and service bulletin accomplishment status, is fully interchangeable such Part shall no longer be deemed a Part hereunder. Borrower shall repair all damage to an Engine resulting from any such installation and/or removal of additions so as to formrestore such Engine to its condition prior to installation, fit ordinary wear and function, has been overhauled, repaired tear excepted assuming such Engine was in the condition and inspected repair then required to be maintained by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromterms hereof.

Alterations, Modifications and Additions. LesseeSuch Grantor, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine Spare Engines as may be required to the extent be made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time so as to meet the applicable standards of the FAA comply with any law, rule, regulation or under any Law order of any Governmental Entity having regulatory agency or body of any jurisdiction in which any aircraft may then be registered; provided, however, that such Grantor (or issued any Permitted Lessee) may, in good faith, and by appropriate proceedings contest the manufacturer validity or application of any such law, rule, regulation or order in any reasonable manner which does not materially adversely affect the Engine Collateral Agent, the Board or Partsany Lender or any of their respective legal and economic interests in or to such Spare Engine, or subject any such Person to risk of any material civil or any criminal penalties or involve any material risk of loss or forfeiture of title to such Spare Engine. In addition, so long as no Default such Grantor (or Event of Default has occurred and is continuing, Lessee (or, if a any Permitted Sublease is in effect, a Permitted SublesseeLessee), at its own expense, may from time to time make such alterations and modifications in and additions to the any Spare Engine as Lessee such Grantor (or, if a or any Permitted Sublease is in effect, a Permitted SublesseeLessee) may deem desirable in the proper conduct of its business, providedincluding removal of Parts which such Grantor (or any Permitted Lessee) deem to be obsolete or no longer suitable or appropriate for use on such Spare Engine (such parts, "Obsolete Parts"): provided that no such alteration, modification modification, removal or addition diminishes addition, after giving effect to the valueinstallation of Additional Parts (as defined below), remaining useful life or utility, or impairs the condition or airworthiness of such Spare Engine, or materially diminishes the value or utility of such Spare Engine below the condition, airworthiness, of the Engine value or any Part below that utility thereof immediately prior to such alteration, modification modification, removal or addition assuming that the such Spare Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this LeaseSecurity Agreement. Except In addition, the value (but not the utility, condition or airworthiness) of any Spare Engine may be reduced by the value, if any, of Obsolete Parts which shall have been removed so long as otherwise the aggregate fair market value of all Obsolete Parts which shall have been removed and not replaced shall not exceed 1.5% of the then Appraised Value of such Spare Engine (as shown in the most recent Appraisal Report delivered on or prior to such date) unless such Spare Engine has become worn out, obsolete or unfit for use and not easily repairable as provided herein, title to all in Section 3.01(a)(i) above. All Parts incorporated or installed in or attached or added to the a Spare Engine as the result of such alteration, modification or additionaddition (except those parts which are excluded from the definition of Parts or which may be removed by such Grantor pursuant to the next sentence) (the "Additional Parts") shall, shall immediately vest in Lessor and without further act, become subject to the Lien of the Indenture (if it has not been discharged) Security Documents. Notwithstanding the foregoing sentence, such Grantor may, at its own expense, so long as no Event of Default shall have occurred and this Leasebe continuing, without the necessity for remove or suffer to be removed any further act of transferAdditional Part, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to any Spare Engine at the time of delivery thereof hereunder or any part in replacement of or substitution for any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) incorporated or 9(b) hereof, Lessee (or, if a Permitted Sublease is installed in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as or attached or added to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable any Spare Engine pursuant to the FAA first sentence of this paragraph (c) and (iii) can be removed from such Spare Engine without diminishing the condition, airworthiness, value or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that utility of such Spare Engine which such Spare Engine would have had at such time had such alteration, modification or addition not occurred. Upon the removal thereof as provided above, such Additional Part when shall no longer be deemed to be subject to the Lien of the Security Documents or part of the Spare Engine from which it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromremoved.

Alterations, Modifications and Additions. LesseeThe User Lessee or any permitted sublessee, as the case may be, at its own sole cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Facility as may be required from time to time to meet by Applicable Law; provided, that the applicable standards User Lessee or such permitted sublessee may in good faith contest the validity or application of any such requirement in any reasonable manner which does not adversely affect the Lessor’s Head Lease Interest in the Facility or the existence or priority of the FAA Lien of the Loan Agreement and does not involve any risk of the imposition of criminal liability or under unindemnified civil liability on the Lessor or any Law Participant or any risk of the sale, forfeiture or loss of any Governmental Entity having jurisdiction or issued by the manufacturer material portion of the Engine or PartsFacility. In addition, so long the User Lessee or any permitted sublessee, as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee)the case may be, at its own sole cost and expense, may from time to time make such alterations and modifications in in, and additions to to, the Engine Facility as the User Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) or such permitted sublessee reasonably may deem desirable desirable, including removal (without replacement) of Parts which the User Lessee or such permitted sublessee deems obsolete or no longer appropriate or suitable for use in the proper conduct of its business, Facility; provided, no such alterationthat any alterations, modification modifications, additions or addition diminishes removals pursuant to this Section 8(c) do not (i) diminish the value, utility, remaining useful life or utilityestimated residual value of the Facility (assuming the Facility to be in the condition required by this User Lease); (ii) cause the Facility to constitute “limited use property” within the meaning of Revenue Procedure 2001-28, as amended; (iii) cause the Facility to be commercially usable only by the User Lessee, the State, the Authority or an Affiliate of any thereof or (iiiiv) alter the primary function of the Facility as a wastewater collection and treatment works facility. Title to any severable Part not required by Applicable Law to be incorporated or installed in, or impairs attached or added to, the condition or airworthiness, Facility as the result of the Engine or any Part below that immediately prior to such alteration, modification modification, removal or addition assuming that the Engine and Parts were then of the value, utility and remaining useful life and shall remain in the condition User Lessee or such permitted sublessee, as the case may be, and airworthiness required by may be removed at any time during the terms User Lease Term; provided, that (i) such Part is in addition to, and not in replacement of this Lease. Except as otherwise provided hereinor substitution for, title to all Parts any Part originally incorporated or installed in or attached or added to the Engine as Facility at the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien time of the Indenture (if it has not been discharged) and this Leasedelivery thereof hereunder or any Part in replacement of, without the necessity for or substitution for, any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee)such Part, (ii) sold such Part is not otherwise required to Lessee (orbe incorporated or installed in or attached to the Facility pursuant to the terms hereof, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (orsuch Part can be removed from the Facility without damage and without diminishing the value, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire utility or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value of the Facility which the Facility would have had at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability or cost for any time had such alteration, modification, removal or additionaddition not occurred, assuming the Facility was maintained, serviced, repaired, overhauled and tested in the condition and manner required by the terms of this User Lease (including as the Facility may have been upgraded from time to time in accordance with the requirements of this User Lease), (iv) no User Lease Event of Default shall have occurred and be continuing, and (v) the cost of such Part was not paid for or financed by the Lessor or the Owner Participant (a “Severable Part”). Title to all other such Parts shall, without further act or payment, vest in the User Head Lessor and shall be subject to the User Head Lease, the Head Lease, the Lease, the Sublease and this User Lease and the User Lessee shall take any and all action necessary to ensure that the Lessor has the same legal access and other rights to such other Parts as the Lessor has to the Facility. Upon termination of this User Lease in circumstances where the Facility is returned to the User Lessor, the User Lessor and the Lessor shall have the right to purchase for its then fair market value any grounding or suspension such Severable Part not removed prior to the return to the User Lessor (including return pursuant to the exercise of certification remedies under Section 17) of the EngineFacility including such Part. If the User Lessor or the Lessor does not elect to purchase a Severable Part, the User Lessee may at its option either remove such Severable Part or for any loss return the Facility with such Severable Part intact (and in the case of revenue arising therefromsuch a return, title to such Severable Part shall, without further act or payment, vest in the User Head Lessor and be subject to the User Head Lease and the Head Lease).

Alterations, Modifications and Additions. LesseeThe Owner, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by jurisdiction; provided, however, that the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee Owner (or, if a Permitted Sublease Lease is then in effect, a Permitted Sublesseeany Lessee) may, in good faith, contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect the Indenture Trustee. In addition, the Owner (or any Lessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee the Owner (or, if a Permitted Sublease is in effect, a Permitted Sublesseeor any Lessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which the Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition diminishes shall materially diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this LeaseTrust Indenture, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed $800,000. Except as otherwise provided herein, title to all All Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the "Additional Parts") shall, shall immediately vest in Lessor and without further act, become subject to the Lien of this Trust Indenture. Notwithstanding the Indenture foregoing sentence, the Owner (if it has not been dischargedor any Lessee) and this Leasemay remove or suffer to be removed any Additional Part, without the necessity for any further act of transfer, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or any Engine on the Closing Date or any Part in replacement of, or substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under incorporated or installed in or attached or added to the Airframe or any Engine pursuant to the terms of Section 9(a7.02 hereof or the first sentence of this paragraph (c) and (iii) can be removed from the Airframe or 9(bsuch Engine without diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Owner (or any Lessee) hereofof any Part as provided above, Lessee (orsuch Part shall, if a Permitted Sublease is in effectwithout further act, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is be free and clear of all Liensrights of the Indenture Trustee, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable such Part shall not be subject to the FAA or other Governmental Entity having jurisdiction, Lien of this Trust Indenture and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when shall no longer be deemed part of the Airframe or Engine from which it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromremoved.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine Airframe, Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe, either Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine Airframe, Engines and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the Engine Aircraft as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been -50- 52 discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at such time during the Term for the Aircraft, remove any Part of such Aircraft, provided, that (i) such Part is in addition to, and not in replacement or substitution for, any Part originally incorporated or installed in or attached to, or delivered with, the Aircraft on the Delivery Date or any Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Aircraft pursuant to the terms of Section 6 or this Section 9 or to maintain the insurance required by Section 12 and (iii) such Part can be removed from the Aircraft without causing any material damage thereto and without diminishing or impairing the value, utility, remaining useful life, condition or airworthiness which the Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any such Part as provided in the preceding sentence, title thereto shall, without further act, vest in Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) and such Part shall no longer be deemed part of the Aircraft (such a part is herein called a "Removable Part"). Any Part not removed by Lessee as above provided prior to the return of the Aircraft to Lessor hereunder, whether pursuant to Section 16, Section 18 or otherwise, shall remain the property of Lessor. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the EngineAircraft; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the EngineAircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such equipment installed therein) (any or all of which are hereafter referred to as "Excluded Property") in the ordinary course of business, and Lessor shall not claim or acquire title thereto and the rights of the owners thereof therein shall not constitute a default hereunder; provided that (i) any such Excluded Property shall be removed prior to the date of a Return Occasion without causing any damage to the Aircraft and without diminishing or impairing the value, utility, remaining useful life or condition which the Aircraft would have had at such time had such Excluded Property not been installed, (ii) any equipment or seats which such Excluded Property replaces shall be properly stored with the interests of Lessor and, if the Lien of the Indenture is in -52- 54 effect, the Indenture Trustee, duly noted thereon and acknowledged by any applicable bailee or warehouse, and properly reinstalled on the Aircraft prior to the date of a Return Occasion, and (iii) Lessee (or such Permitted Sublessee) shall make all repairs which are required as a result of such removal and/or reinstallation. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the EngineAircraft, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by the manufacturer of the Engine or Parts. In additionjurisdiction; provided, so long as no Default or Event of Default has occurred and is continuinghowever, that Lessee (or, if a Permitted Sublease is then in effect, a Permitted any Sublessee) may, in good faith, contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect Lessor or, so long as any Secured Certificates are outstanding, the Indenture Trustee. In addition, Lessee (or any Sublessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted or any Sublessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which Lessee (or any Sublessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition diminishes shall materially diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed [$800,000 for A330] [$500,000 for 757]. Except as otherwise provided herein, title Title to all Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the "Additional Parts") shall, shall immediately without further act, vest in Lessor and become subject Lessor. Notwithstanding the foregoing sentence, Lessee (or any Sublessee) may remove or suffer to the Lien of the Indenture (if it has not been discharged) and this Leasebe removed any Additional Part, without the necessity for any further act of transfer, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) incorporated or 9(b) hereof, Lessee (or, if a Permitted Sublease is installed in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable or attached or added to the FAA Airframe or other Governmental Entity having jurisdictionany Engine pursuant to the terms of Section 7 hereof or the first sentence of this paragraph (c) and (iii) can be removed from the Airframe or such Engine without diminishing or impairing the value, and is in as good operating condition as, and has a utility, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and a value at least equal repair required to that be maintained by the terms hereof. Upon the removal by Lessee (or Sublessee) of any Part as provided above, title thereto shall, without further act, vest in Lessee (or any Sublessee, as the case may be) and such Part when shall no longer be deemed part of the Airframe or Engine from which it was removed. Any Part not removed from by Lessee (or any Sublessee) as above provided prior to the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification return of the Engine, Airframe or for any loss Engine to Lessor hereunder shall remain the property of revenue arising therefromLessor.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to Upon receiving prior written approval from the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuingLessor, Lessee (or, if a Permitted Sublease is in effect, a or any Permitted Sublessee), at its own expense, may from time to time make such additions, alterations and modifications - modifications, including removal (without replacement) of Parts which Lessee or any Permitted Sublessee deems obsolete or no longer appropriate or suitable for use in the Equipment, and additions to the Engine Equipment as Lessee (or, if a or such Permitted Sublease is in effect, a Permitted Sublessee) Sublessee may deem desirable in the proper conduct of its business, provided, ; provided that no such alteration, modification modification, removal or addition diminishes decreases the value, utility, residual value or remaining economic useful life or of the Equipment below the value, utility, residual value or impairs the condition or airworthiness, of the Engine or any Part below that remaining economic useful life thereof immediately prior to such alteration, modification modification, removal or addition assuming that the Engine and Parts were Equipment was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease. Except as otherwise provided herein, title Any severable Part not mandated by Applicable Law to all Parts be incorporated or installed in or attached or added to the Engine Equipment as the result of such alteration, modification modification, removal or additionaddition shall not constitute part of Lessor’s Interest and may be removed at any time during the Term; provided that (i) such Part is in addition to, shall immediately vest and not in replacement of or substitution for, any Part originally incorporated or installed in or attached or added to the Equipment at the time of the delivery thereof thereunder or any Part in replacement of or substitution for any such Part; (ii) such Part is not otherwise required to be incorporated or installed in or attached to the Equipment pursuant to the terms hereof or in order to maintain insurance coverage; and (iii) such Part can be removed from such Equipment without damage and without diminishing the value, utility, residual value or remaining economic useful life of such which the Equipment would have had at such time had such alteration, modification, removal or addition not occurred, assuming such Equipment was maintained in the condition required by the terms of this Lease. All other such Parts and the rights of Lessor and Lessee with respect thereto shall be subject to the Sale Agreement and this Lease. Upon termination of this Lease or, in the event that this Lease is renewed pursuant to Section 3(a) hereof, the termination of the term of the last renewal, with respect to any Item of Equipment, Lessor shall have the right to purchase for its then fair market value such Item of Equipment or any severable Part owned by Lessee (or its designee) not removed prior to the return to Lessor (including pursuant to the exercise of remedies following an Event of Default) of such Item of Equipment. If Lessor elects not to purchase a severable Part owned by Lessee (or its designee), Lessee or a Permitted Sublessee, as the case may be, may at its option remove such Part or return the applicable Item of Equipment with such Part intact (in which case such Part shall become subject to the Lien Sale Agreement without further act by the parties hereto). Any permitted additions or modifications will be permanently recorded and the records of such shall be made available at the request of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. LesseeThe Owner, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by jurisdiction; provided, however, that the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee Owner (or, if a Permitted Sublease Lease is then in effect, a Permitted Sublesseeany Lessee) may, in good faith, contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect the Indenture Trustee. In addition, the Owner (or any Lessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee the Owner (or, if a Permitted Sublease is in effect, a Permitted Sublesseeor any Lessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which the Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition diminishes shall materially diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this LeaseTrust Indenture, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed $250,000. Except as otherwise provided herein, title to all All Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the "Additional Parts") shall, shall immediately vest in Lessor and without further act, become subject to the Lien of this Trust Indenture. Notwithstanding the Indenture foregoing sentence, the Owner (if it has not been dischargedor any Lessee) and this Leasemay remove or suffer to be removed any Additional Part, without the necessity for any further act of transfer, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or any Engine on the Closing Date or any Part in replacement of, or substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under incorporated or installed in or attached or added to the Airframe or any Engine pursuant to the terms of Section 9(a7.02 hereof or the first sentence of this paragraph (c) and (iii) can be removed from the Airframe or 9(bsuch Engine without diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Owner (or any Lessee) hereofof any Part as provided above, Lessee (orsuch Part shall, if a Permitted Sublease is in effectwithout further act, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is be free and clear of all Liensrights of the Indenture Trustee, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable such Part shall not be subject to the FAA or other Governmental Entity having jurisdiction, Lien of this Trust Indenture and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when shall no longer be deemed part of the Airframe or Engine from which it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromremoved.

Alterations, Modifications and Additions. Subject only to the last paragraph of this Article 6.3, Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Equipment as may be required from time to time to meet the applicable standards of by the FAA or under any Law other governmental authority having jurisdiction, unless the validity thereof is being contested in good faith and by appropriate proceedings (but only so long as (i) such proceedings do not involve the likelihood of sale, forfeiture or loss of any Governmental Entity having jurisdiction Equipment, or issued by the manufacturer of the Engine any interest therein and (ii) such proceedings do not subject Lessor or PartsBeneficiary to any criminal liability). In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee)Lessee, at its own expense, may from time to time make such alterations and modifications in and additions to the Engine each item of Equipment as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, provided that no such alteration, modification or addition diminishes the value, remaining useful life value or utility, utility of such item of Equipment or impairs the condition or airworthinessairworthiness thereof below the value, of the Engine or any Part below that utility, condition and airworthiness thereof immediately prior to such alteration, modification or addition addition, assuming that the Engine and Parts were such item of Equipment was then of the value, value and utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease; provided further that no such alteration, modification, or addition with an estimated cost in excess of $[ ]* shall be made (other than an alteration, modification, or addition required to be made pursuant to the first sentence of this Article 6.3 or as provided in Article 6.4) without the prior written consent of Beneficiary. Except as otherwise provided hereinAny permitted modification shall be made in accordance with, title and in compliance with, FAA-approved modification documentation, any FAA certification issues shall have been addressed to Lessor's Tech Rep's reasonable satisfaction, and copies of all such documentation will be supplied to Lessor's Tech Rep. Title to all Parts incorporated or installed in or attached or added to the Engine any item of Equipment as the result of such alteration, modification or additionaddition shall, shall immediately without further act, vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the EngineLessor; provided, however, that (Aso long as no Event under Article 14.1(a) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party Event of Default shall have agreed occurred and be continuing, at any time during the Term in writing effect for an item of Equipment, Lessee may remove any Part from such item of Equipment, provided that (which agreement may be contained i) such Part is in the leaseaddition to, conditional sale agreement and not in replacement of or security agreement) not to acquire or claim, as against Lessorin substitution for, any right, title Part originally incorporated or interest installed in or attached to such item of Equipment at the Engine, time of the delivery thereof hereunder or any Part other than its interest in replacement of, or substitution for, any such Removable Part, (ii) such Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(aincorporated or installed in or attached or added to such item of Equipment pursuant to the terms of the first sentence of this Article 6.3, and (iii) such Part can be removed from such item of Equipment without causing any material damage thereto and without diminishing or 9(b) hereofimpairing the value, utility, condition or airworthiness which such item of Equipment would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee (orof any such Part as provided above, if a Permitted Sublease is title thereto shall, without further act, vest in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part Lessee free of Lessor Liens and all rights of Lessor and Beneficiary and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable shall no longer be deemed a Part hereunder. Any Part not removed by Lessee as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable above provided prior to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal return of the item of Equipment to that Lessor hereunder shall remain the property of such Part when it was removed from the EngineLessor. In no event Neither Lessor nor Beneficiary shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of any item of Equipment or for loss of revenue; provided always, however, that in the Engineevent that the cost (material and labor) of (i) compliance with any airworthiness directive ("AD") issued by the FAA during the Term which requires terminating action during the Term, or within twelve months after the Expiration Date or (ii) compliance with any regulatory requirement necessary for any loss the Aircraft to meet FAR Part 121, exceeds $[ ]*, Lessee shall pay the first $[ ]* and the excess will be shared between Lessee and Beneficiary as follows. The Beneficiary's share shall be calculated by application of revenue arising therefrom.the following formula: [1 - (N - M)/(300 - (X + M))] x (C - $[ ]*) where,

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall The Grantor will make (or cause to be made made) such alterations and alterations, modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time Airframes, Engines and Propeller as may be required to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine or Partsstandards. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, the Grantor may from time to time make such alterations and modifications in and additions to any Airframe, Engine or Propeller as the Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) Grantor may deem desirable in the proper conduct of its business, providedincluding removal of Parts which the Grantor deems to be obsolete or no longer suitable or appropriate for use on an Airframe, Engine or Propeller; provided that no such alteration, modification modification, removal or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthinessairworthiness of such Airframe, of the Engine or any Part below that immediately prior to such alterationPropeller, modification or addition assuming that the Engine and Parts were then of diminishes the value, utility and remaining useful life and of such Airframe, Engine or Propeller below the value, utility or remaining useful life thereof immediately prior to such alteration, modification, removal or addition, assuming that such Airframe, Engine or Propeller is in the condition and airworthiness required by the terms of this Leasehereunder. Except as otherwise provided herein, title to all Parts All parts incorporated or installed in or attached or added to the an Airframe, Engine or Propeller as the result of such alteration, modification or additionaddition (except those parts which the Grantor has leased from others and Parts which may be removed by the Grantor pursuant to the next sentence) (the “Additional Part” or “Additional Parts”) shall, shall immediately vest in Lessor and without further act, become subject to the Lien of this Aircraft Mortgage. Notwithstanding the Indenture (if it has not been discharged) and this Leaseforegoing, without the necessity for Grantor may remove any further act of transferAdditional Part, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part incorporated or installed in or attached to any Airframe, Engine or Propeller at the time it was initially subjected to the Lien hereof or any Part in replacement of or substitution for any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) incorporated or 9(b) hereofinstalled in or attached or added to any Airframe, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable any Engine or any Propeller pursuant to the FAA terms of Section 3.3(b) hereof or other Governmental Entity having jurisdictionthe first sentence of this Section 3.3(e), and is in as good operating condition as(iii) can be removed from such Airframe, Engine or Propeller without impairing the airworthiness of such Airframe, Engine or Propeller or diminishing the value, utility and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability Airframe, Engine or cost for any Propeller which such Airframe, Engine or Propeller would have had at such time had such alteration, modificationmodification or addition not occurred. Upon the removal thereof as provided above, such Additional Parts shall be deemed free of the Lien of this Aircraft Mortgage. Notwithstanding anything in this Section 3.3(e) to the contrary, the Grantor may remove and shall not be required to replace any Parts of an Airframe, Engine or Propeller that is, or additionshall hereafter become, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromNon-operational Equipment.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to Upon receiving prior written approval from the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuingLessor, Lessee (or, if a Permitted Sublease is in effect, a or any Permitted Sublessee), at its own expense, may from time to time make such additions, alterations and modifications modifications, including removal (without replacement) of Parts which Lessee or any Permitted Sublessee deems obsolete or no longer appropriate or suitable for use in the Equipment, and additions to the Engine Equipment as Lessee (or, if a or such Permitted Sublease is in effect, a Permitted Sublessee) Sublessee may deem desirable in the proper conduct of its business, provided, ; provided that no such alteration, modification modification, removal or addition diminishes decreases the value, utility, residual value or remaining economic useful life or of the Equipment below the value, utility, residual value or impairs the condition or airworthiness, of the Engine or any Part below that remaining economic useful life thereof immediately prior to such alteration, modification modification, removal or addition assuming that the Engine and Parts were Equipment was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease. Except as otherwise provided herein, title Any severable Part not mandated by Applicable Law to all Parts be incorporated or installed in or attached or added to the Engine Equipment as the result of such alteration, modification modification, removal or additionaddition shall not constitute part of Lessor’s Interest and may be removed at any time during the Term; provided that (i) such Part is in addition to, shall immediately vest and not in replacement of or substitution for, any Part originally incorporated or installed in or attached or added to the Equipment at the time of the delivery thereof thereunder or any Part in replacement of or substitution for any such Part; (ii) such Part is not otherwise required to be incorporated or installed in or attached to the Equipment pursuant to the terms hereof or in order to maintain insurance coverage; and (iii) such Part can be removed from such Equipment without damage and without diminishing the value, utility, residual value or remaining economic useful life of such which the Equipment would have had at such time had such alteration, modification, removal or addition not occurred, assuming such Equipment was maintained in the condition required by the terms of this Lease. All other such Parts and the rights of Lessor and Lessee with respect thereto shall be subject to the Sale Agreement and this Lease. Upon termination of this Lease or, in the event that this Lease is renewed pursuant to Section 3(a) hereof, the termination of the term of the last renewal, with respect to any Item of Equipment, Lessor shall have the right to purchase for its then fair market value such Item of Equipment or any severable Part owned by Lessee (or its designee) not removed prior to the return to Lessor (including pursuant to the exercise of remedies following an Event of Default) of such Item of Equipment. If Lessor elects not to purchase a severable Part owned by Lessee (or its designee), Lessee or a Permitted Sublessee, as the case may be, may at its option remove such Part or return the applicable Item of Equipment with such Part intact (in which case such Part shall become subject to the Lien Sale Agreement without further act by the parties hereto). Any permitted additions or modifications will be permanently recorded and the records of such shall be made available at the request of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by the manufacturer of the Engine or Parts. In additionjurisdiction; provided, so long as no Default or Event of Default has occurred and is continuinghowever, that Lessee (or, if a Permitted Sublease is then in effect, a Permitted any Sublessee) may, in good faith, contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect Lessor or, so long as any Secured Certificates are outstanding, the Indenture Trustee. In addition, Lessee (or any Sublessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted or any Sublessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which Lessee (or any Sublessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition diminishes shall materially diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed $250,000. Except as otherwise provided herein, title Title to all Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the "Additional Parts") shall, shall immediately without further act, vest in Lessor and become subject Lessor. Notwithstanding the foregoing sentence, Lessee (or any Sublessee) may remove or suffer to the Lien of the Indenture (if it has not been discharged) and this Leasebe removed any Additional Part, without the necessity for any further act of transfer, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) incorporated or 9(b) hereof, Lessee (or, if a Permitted Sublease is installed in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable or attached or added to the FAA Airframe or other Governmental Entity having jurisdictionany Engine pursuant to the terms of Section 7 hereof or the first sentence of this paragraph (c) and (iii) can be removed from the Airframe or such Engine without diminishing or impairing the value, and is in as good operating condition as, and has a utility, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and a value at least equal repair required to that be maintained by the terms hereof. Upon the removal by Lessee (or Sublessee) of any Part as provided above, title thereto shall, without further act, vest in Lessee (or any Sublessee, as the case may be) and such Part when shall no longer be deemed part of the Airframe or Engine from which it was removed. Any Part not removed from by Lessee (or any Sublessee) as above provided prior to the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification return of the Engine, Airframe or for any loss Engine to Lessor hereunder shall remain the property of revenue arising therefromLessor.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine Airframe, Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe, either Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine Airframe, Engines and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the Engine Aircraft as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at such time during the Term for the Aircraft, remove any Part of such Aircraft, provided, that (i) such Part is in If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the EngineAircraft; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the EngineAircraft, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not removed by Lessee upon the termination or expiration of this Lease, at such time, shall become the property of Lessor and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Aircraft in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the EngineAircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such equipment installed therein) (any or all of which are hereafter referred to as "Excluded Property") in the ordinary course of business, and Lessor shall not claim or acquire title thereto and the rights of the owners thereof therein shall not constitute a default hereunder; provided that (i) any such Excluded Property shall be removed prior to the date of a Return Occasion without causing any damage to the Aircraft and without diminishing or impairing the value, utility, remaining useful life or condition which the Aircraft would have had at such time had such Excluded Property not been installed, (ii) any equipment or seats which such Excluded Property replaces shall be properly stored with the interests of Lessor and, if the Lien of the Indenture is in effect, the Indenture Trustee, duly noted thereon and acknowledged by any applicable bailee or warehouse, and properly reinstalled on the Aircraft prior to the date of a Return Occasion, and (iii) Lessee (or such Permitted Sublessee) shall make all repairs which are required as a result of such removal and/or reinstallation. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the EngineAircraft, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine Airframe, Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the Engine as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the EngineAircraft; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the EngineAircraft, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not removed by Lessee upon the termination or expiration of this Lease, at such time, shall become the property of Lessor or Foreign Lessor, as the case may be, and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Aircraft in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any unsightly area of the Aircraft as a result of such removal and make all other repairs which are advisable and result from such removal. In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such equipment installed therein) (any or all of which are hereafter referred to as "Excluded Property") in the ordinary course of business, and Lessor shall not claim or acquire title thereto and the rights of the owners thereof therein shall not constitute a default hereunder; provided that (i) any such Excluded Property shall be removed prior to the date of a Return Occasion without causing any damage to the Aircraft and without diminishing or impairing the value, utility, remaining useful life or condition which the Aircraft would have had at such time had such Excluded Property not been installed, (ii) any equipment or seats which such Excluded Property replaces shall be properly stored with the interests of Lessor and, if the Lien of the Indenture is in effect, the Indenture Trustee, duly noted thereon and acknowledged by any applicable bailee or warehouse, and properly reinstalled on the Aircraft prior to the date of a value at least equal to that Return Occasion, and (iii) Lessee (or such Permitted Sublessee) shall make all repairs which are required as a result of such Part when it was removed from the Engineremoval and/or reinstallation. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the EngineAircraft, or for any loss of revenue arising therefrom.

Alterations, Modifications and Additions. LesseeThe Owner, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by jurisdiction; provided, however, that the manufacturer of the Engine or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee Owner (or, if a Permitted Sublease Lease is then in effect, a Permitted Sublesseeany Lessee) may, in good faith, contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not materially adversely affect the Indenture Trustee. In addition, the Owner (or any Lessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee the Owner (or, if a Permitted Sublease is in effect, a Permitted Sublesseeor any Lessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which the Owner (or any Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, “Obsolete Parts”); provided that no such alteration, modification or addition diminishes shall materially diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this LeaseTrust Indenture, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed $300,000. Except as otherwise provided herein, title to all All Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the “Additional Parts”) shall, shall immediately vest in Lessor and without further act, become subject to the Lien of this Trust Indenture. Notwithstanding the Indenture foregoing sentence, the Owner (if it has not been dischargedor any Lessee) and this Leasemay remove or suffer to be removed any Additional Part, without the necessity for any further act of transfer, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or any Engine on the Closing Date or any Part in replacement of, or substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under incorporated or installed in or attached or added to the Airframe or any Engine pursuant to the terms of Section 9(a7.02 hereof or the first sentence of this paragraph (c) and (iii) can be removed from the Airframe or 9(bsuch Engine without diminishing or impairing the value, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Owner (or any Lessee) hereofof any Part as provided above, Lessee (orsuch Part shall, if a Permitted Sublease is in effectwithout further act, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is be free and clear of all Liensrights of the Indenture Trustee, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable such Part shall not be subject to the FAA or other Governmental Entity having jurisdiction, Lien of this Trust Indenture and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when shall no longer be deemed part of the Airframe or Engine from which it was removed from the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromremoved.

Alterations, Modifications and Additions. LesseeThe Company, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Airframe and any Engine as may be required to the extent be made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts from time to time to meet the applicable standards of the FAA or under any Law applicable regulatory agency or body of any Governmental Entity having other jurisdiction in which the Aircraft may then be registered as permitted by Section 3.2(e) hereof; provided, however, that the Company (or issued by any Lessee) may, in good faith, contest the manufacturer validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect the Engine or PartsCollateral Agent. In addition, so long as no Default the Company (or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublesseeany Lessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee the Company (or, if a Permitted Sublease is in effect, a Permitted Sublesseeor such Lessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which the Company (or such Lessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, “Obsolete Parts”); provided that no such alteration, modification or addition diminishes shall materially diminish the value, utility or remaining useful life of such Airframe or utilitysuch Engine below the value, utility or impairs the condition or airworthiness, of the Engine or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the such Airframe or Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this LeaseMortgage, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which have been removed so long as the aggregate value of all Obsolete Parts that shall have been removed and not replaced shall not exceed $400,000. Except as otherwise provided herein, title to all All Parts incorporated or installed in or attached or added to the Airframe or any Engine as the result of such alteration, modification or addition, addition (the “Additional Parts”) shall immediately vest in Lessor and become subject to the Lien of this Mortgage. Notwithstanding the Indenture foregoing sentence, the Company (if it has not been dischargedor any Lessee) and this Leasemay remove or suffer to be removed any Additional Part, without the necessity for any further act of transfer, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or in substitution for, any Part originally incorporated or installed in or attached to such Airframe or Engine at the time of delivery thereof hereunder or any Part in replacement of, or in substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under incorporated or installed in or attached or added to such Airframe or Engine pursuant to the terms of Section 9(a3.2(a) or 9(b(c) hereof or the first sentence of this Section 3.4(d), and (iii) can be removed from such Airframe or Engine without diminishing or impairing the value, utility or remaining useful life which such Airframe or Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and repair required to be maintained by the terms hereof. Upon the removal by the Company (or any Lessee) of any such Part as above provided, Lessee (orsuch Part shall, if a Permitted Sublease is in effectwithout further act, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is be free and clear of all Liens, other than Permitted Liens, is in at least rights of the same modification status Collateral Agent and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the Engine. In shall no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the Engine, or for any loss of revenue arising therefromlonger be deemed a Part hereunder.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall will make (or cause to be made made) such alterations and modifications in and additions to the Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine or Parts Airframe and Engines as may be required from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity other governmental authority having jurisdiction or issued by the manufacturer of the Engine or Parts. In additionjurisdiction; provided, so long as no Default or Event of Default has occurred and is continuinghowever, that Lessee (or, if a Permitted Sublease is then in effect, a Permitted any Sublessee) may, in good faith, contest the validity or application of any such law, rule, regulation or order in any reasonable manner which does not adversely affect Lessor or, so long as any Secured Certificates are outstanding, the Indenture Trustee. In addition, Lessee (or any Sublessee), at its own expense, may from time to time add further parts or accessories and make such alterations and modifications in and additions to the Airframe or any Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted or any Sublessee) may deem desirable in the proper conduct of its business, providedincluding, without limitation, removal of Parts which Lessee (or any Sublessee) has determined in its reasonable judgment to be obsolete or no longer suitable or appropriate for use on the Airframe or such Engine (such parts, "Obsolete Parts"); provided that no such alteration, modification or addition diminishes shall materially diminish the value, utility or remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe or such Engine below the value, utility or any Part below that remaining useful life thereof immediately prior to such alteration, modification or addition addition, assuming that the Airframe or such Engine and Parts were was then of the value, utility and remaining useful life and in the condition and airworthiness required to be maintained by the terms of this Lease, except that the value (but not the utility or remaining useful life) of the Airframe or any Engine may be reduced by the value of Obsolete Parts which shall have been removed so long as the aggregate value of all Obsolete Parts which shall have been removed and not replaced shall not exceed $400,000. Except as otherwise provided herein, title Title to all Parts incorporated or installed in or attached or added to the Airframe or an Engine as the result of such alteration, modification or additionaddition (the "Additional Parts") shall, shall immediately without further act, vest in Lessor and become subject Lessor. Notwithstanding the foregoing sentence, Lessee (or any Sublessee) may remove or suffer to the Lien of the Indenture (if it has not been discharged) and this Leasebe removed any Additional Part, without the necessity for any further act of transfer, document or notice. If any Removable provided that such Additional Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effectaddition to, a Permitted Sublessee)and not in replacement of or substitution for, any Part originally incorporated or installed in or attached to the Airframe or any Engine at the time of delivery thereof hereunder or any Part in replacement of, or substitution for, any such Part, (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the Engine; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the Engine, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) incorporated or 9(b) hereof, Lessee (or, if a Permitted Sublease is installed in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable or attached or added to the FAA Airframe or other Governmental Entity having jurisdictionany Engine pursuant to the terms of Section 7 hereof or the first sentence of this paragraph (c) and (iii) can be removed from the Airframe or such Engine without diminishing or impairing the value, and is in as good operating condition as, and has a utility, utility or remaining useful life which the Airframe or such Engine would have had at the time of removal had such alteration, modification or addition not occurred, assuming that such Airframe or Engine was in the condition and a value at least equal repair required to that be maintained by the terms hereof. Upon the removal by Lessee (or Sublessee) of any Part as provided above, title thereto shall, without further act, vest in Lessee (or any Sublessee, as the case may be) and such Part when shall no longer be deemed part of the Airframe or Engine from which it was removed. Any Part not removed from by Lessee (or any Sublessee) as above provided prior to the Engine. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification return of the Engine, Airframe or for any loss Engine to Lessor hereunder shall remain the property of revenue arising therefromLessor.

Alterations, Modifications and Additions. Lessee, at its own cost and expense, shall make or cause to be made such alterations and modifications in and additions to the Airframe and each Engine to the extent made mandatory for Lessee (or a sublessee) in respect of the Engine Aircraft, Engines or Parts from time to time to meet the applicable standards of the FAA or under any Law of any Governmental Entity having jurisdiction or issued by the manufacturer of the Engine Airframe, Engines or Parts. In addition, so long as no Default or Event of Default has occurred and is continuing, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), at its own expense, may from time to time make such alterations and modifications in and additions to the Airframe and either Engine as Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may deem desirable in the proper conduct of its business, provided, no such alteration, modification or addition diminishes the value, remaining useful life or utility, or impairs the condition or airworthiness, of the Airframe, either Engine or any Part below that immediately prior to such alteration, modification or addition assuming that the Engine Airframe, Engines and Parts were then of the value, utility and remaining useful life and in the condition and airworthiness required by the terms of this Lease. Except as otherwise provided herein, title to all Parts incorporated or installed in or attached or added to the Engine Aircraft as the result of such alteration, modification or addition, shall immediately vest in Lessor and become subject to the Lien of the Indenture (if it has not been discharged) and this Lease, without the necessity for any further act of transfer, document or notice. Notwithstanding the foregoing sentence of this Section 9(b), Lessor agrees that so long as no Default or Event of Default shall have occurred and be continuing Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may, at such time during the Term for the Aircraft, remove any Part of such Aircraft, provided, that (i) such Part is in addition to, and not in replacement or substitution for, any Part originally incorporated or installed in or attached to, or delivered with, the Aircraft on the Delivery Date or any Part in replacement of, or substitution for, any such originally incorporated, installed, attached or delivered Part, (ii) such Part is not required to be incorporated or installed in or attached or added to the Aircraft pursuant to the terms of Section 6 or this Section 9 or to maintain the insurance required by Section 12 and (iii) such Part can be removed from the Aircraft without causing any material damage thereto and without diminishing or impairing the value, utility, remaining useful life, condition or airworthiness which the Aircraft would have had at such time had such alteration, modification or addition not occurred. Upon the removal by Lessee of any such Part as provided in the preceding sentence, title thereto shall, without further act, vest in Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) and such Part shall no longer be deemed part of the Aircraft (such a part is herein called a "Removable Part"). Any Part not removed by Lessee as above provided prior to the return of the Aircraft to Lessor hereunder, whether pursuant to Section 16, Section 18 or otherwise, shall remain the property of Lessor. If any Removable Part is (i) owned by any third party and leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee), (ii) sold to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) subject to a conditional sale contract or other security interest or (iii) leased to Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) pursuant to a lease which is subject to a security interest in favor of any third party, then Lessor will not acquire or claim, as against such lessor, conditional vendor or secured party, any right, title or interest in any such Removable Part as the result of such Removable Part being installed on the EngineAircraft; provided, however, that (A) Lessor's inability to so acquire or claim is subject to the express condition that such lessor, conditional vendor, or secured party shall have agreed in writing (which agreement may be contained in the lease, conditional sale agreement or security agreement) not to acquire or claim, as against Lessor, any right, title or interest in the EngineAircraft, or any Part other than its interest in such Removable Part by reason of such Removable Part being installed thereon, and (B) any Removable Part not removed by Lessee upon the termination or expiration of this Lease, at such time, shall become the property of Lessor and be subject to this Lease, and provided, further, that (1) if removal of any such Part shall affect the operation of the Aircraft in any way whatsoever, Lessee shall replace such Part with an owned Part of the same value, utility and remaining useful life and (2) Lessee shall repair any unsightly area of the Aircraft as a result of such removal and make all other repairs which are advisable and result from such removal. In the event Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) replaces a Part which is not required to be replaced under Section 9(a) or 9(b) hereof, Lessee (or, if a Permitted Sublease is in effect, a Permitted Sublessee) may remove the replacement Part so long as it reinstalls the original Part and such original Part is free and clear of all Liens, other than Permitted Liens, is in at least the same modification status and service bulletin accomplishment status, is fully interchangeable as to form, fit and function, has been overhauled, repaired and inspected by an agency acceptable to the FAA or other Governmental Entity having jurisdiction, and is in as good operating condition as, and has a utility, remaining useful life and a value at least equal to that of such Part when it was removed from the EngineAircraft. Notwithstanding any other provision hereof, and without limiting the foregoing, Lessee (or, if a Permitted Sublease is in effect, Permitted Sublessee) may install in the Aircraft audio visual, entertainment or telephonic equipment (including seats with such equipment installed therein) (any or all of which are hereafter referred to as "Excluded Property") in the ordinary course of business, and Lessor shall not claim or acquire title thereto and the rights of the owners thereof therein shall not constitute a default hereunder; provided that (i) any such Excluded Property shall be removed prior to the date of a Return Occasion without causing any damage to the Aircraft and without diminishing or impairing the value, utility, remaining useful life or condition which the Aircraft would have had at such time had such Excluded Property not been installed, (ii) any equipment or seats which such Excluded Property replaces shall be properly stored with the interests of Lessor and, if the Lien of the Indenture is in effect, the Indenture Trustee, duly noted thereon and acknowledged by any applicable bailee or warehouse, and properly reinstalled on the Aircraft prior to the date of a Return Occasion, and (iii) Lessee (or such Permitted Sublessee) shall make all repairs which are required as a result of such removal and/or reinstallation. In no event shall Lessor bear any liability or cost for any alteration, modification, or addition, or for any grounding or suspension of certification of the EngineAircraft, or for any loss of revenue arising therefrom.