Common use of Certain Additional Provisions Clause in Contracts

Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant. (a) Each of Owner Participant and Trust Company hereby agrees with Lessee and Indenture Trustee (i) to comply with the terms of the Trust Agreement, (ii) not to amend, supplement, or otherwise modify the Trust Agreement except in accordance with the terms thereof, provided that any such amendment, supplement or modification shall not adversely affect the Lessee, and (iii) not to terminate or revoke the Trust Agreement except in accordance with the terms thereof, provided that any such termination or revocation shall not adversely affect the Lessee. (b) Notwithstanding anything to the contrary in the Trust Agreement or Section 14(a) hereof, but subject always to the provisions of Section 14(c) hereof, Owner Participant shall not consent to or direct a change in the situs of the Trust Estate so long as a successor Owner Trustee meeting the requirements of the Trust Agreement is reasonably available at the present situs of the Trust Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee shall have been given 30 days' prior notice thereof and (B) if, within 15 days after notice of such a proposed change is given to Lessee and the Original Head Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would have an adverse effect on the rights or obligations of Lessee or Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of - 45 - 49 counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would cause an increase in the amount for which Lessee may be required to indemnify any Person pursuant to the provisions of Section 10 of the Lease or for which Original Head Lessee is required to indemnify any Person pursuant to the provisions of the Amended and Restated Head Lease TIA, unless any and all Persons entitled to indemnification pursuant to Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA shall waive indemnification under Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA for any adverse tax or other consequences to it of such a change in the situs of the Trust Estate, and (C) unless Indenture Trustee receives from Owner Participant an opinion of counsel, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that such proposed change in the situs of the Trust Estate would not have an adverse effect on the validity or priority of the Lien of the Indenture and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and priority of the Lien of Indenture have been made. (c) Owner Participant agrees that if, at any time, the Trust Estate has become, or in Lessee's good faith opinion will become, subject to any Taxes for which it is indemnified pursuant to Section 10 of the Lease and if, as a consequence thereof, Lessee should request that the situs of the trust be moved to another state in the United States of America from the state in which it is then located, the situs of the trust shall be moved and Owner Participant will take whatever action may be requested by Lessee that is reasonably necessary to accomplish such removal; provided that (A) Lessee shall provide such additional tax indemnification with respect to such change of situs and request of Lessee as Original Head Lessee, Owner Participant or the Indenture Trustee (subject to the exclusions set forth in Section 10(b) of the Lease and the exclusions in the Amended and Restated Head Lease TIA) may reasonably request, (B) promptly after notice thereof Owner Participant has not notified Lessee and provided reasonable evidence of an adverse effect on Owner Participant's rights or obligations under the Trust Agreement, (C) Indenture Trustee shall have received an opinion of counsel selected by Lessee, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that the validity and priority of the Lien of the Indenture Estate will not be adversely affected by such action, and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and the priority of the Lien of the Indenture have been made, (D) Owner Participant and Indenture Trustee shall have received an opinion or opinions of counsel selected by Owner Participant to the effect that, with customary exceptions, (I) the trust, as thus removed, shall remain a validly established (d) Owner Trustee or any successor may resign or be removed by Owner Participant, a successor Owner Trustee may be appointed, and a corporation may become Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article X of the Trust Agreement. Owner Participant agrees promptly to appoint a successor Owner Trustee in the event that Owner Participant has actual knowledge that Owner Trustee is not in compliance with its covenants contained herein. No successor Owner Trustee shall be appointed unless Lessee and Indenture Trustee shall have given written consent thereto, which consent shall not be unreasonably withheld. Owner Participant will not instruct Owner Trustee to terminate any Operative Document or take any action thereunder in violation of the terms thereof. Owner Participant shall not transfer any interest in the Trust Estate except in compliance with Section 10 hereof and the Trust Company shall not permit Owner Trustee to engage in any business other than owning and leasing the Engine as contemplated hereby. Lessee shall pay expenses on an after tax basis relating to the resignation or, if requested by Lessee, the removal of Owner Trustee, provided that the Owner Participant shall pay expenses relating to the removal of the Owner Trustee, if such removal was solely at the request of the Owner Participant.

Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant. (a) Each of Owner Participant and Trust Company hereby agrees with Lessee and Indenture Trustee (i) to comply with the terms of the Trust Agreement, (ii) not to amend, supplement, or otherwise modify the Trust Agreement except in accordance with the terms thereof, provided that any such amendment, supplement or modification shall not adversely affect the Lessee, and (iii) not to terminate or revoke the Trust Agreement except in accordance with the terms thereof, provided that any such termination or revocation shall not adversely affect the Lessee. (b) Notwithstanding anything to the contrary in the Trust Agreement or Section 14(a) hereof, but subject always to the provisions of Section 14(c) hereof, Owner Participant shall not consent to or direct a change in the situs of the Trust Estate so long as a successor Owner Trustee meeting the requirements of the Trust Agreement is reasonably available at the present situs of the Trust Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee shall have been given 30 days' prior notice thereof and (B) if, within 15 days after notice of such a proposed change is given to Lessee and the Original Head Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would have an adverse effect on the rights or obligations of Lessee or Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of - 45 - 49 counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would cause an increase in the amount for which Lessee may be required to indemnify any Person pursuant to the provisions of Section 10 of the Lease or for which Original Head Lessee is required to indemnify any Person pursuant to the provisions of the Amended and Restated Head Lease TIA, unless any and all Persons entitled to indemnification pursuant to Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA shall waive indemnification under Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA for any adverse tax or other consequences to it of such a change in the situs of the Trust Estate, and (C) unless Indenture Trustee receives from Owner Participant an opinion of counsel, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that such proposed change in the situs of the Trust Estate would not have an adverse effect on the validity or priority of the Lien of the Indenture and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and priority of the Lien of Indenture have been made.shall (c) Owner Participant agrees that if, at any time, the Trust Estate has become, or in Lessee's good faith opinion will become, subject to any Taxes for which it is indemnified pursuant to Section 10 of the Lease and if, as a consequence thereof, Lessee should request that the situs of the trust be moved to another state in the United States of America from the state in which it is then located, the situs of the trust shall be moved and Owner Participant will take whatever action may be requested by Lessee that is reasonably necessary to accomplish such removal; provided that (A) Lessee shall provide such additional tax indemnification with respect to such change of situs and request of Lessee as Original Head Lessee, Owner Participant or - 50 - 54 the Indenture Trustee (subject to the exclusions set forth in Section 10(b) of the Lease and the exclusions in the Amended and Restated Head Lease TIA) may reasonably request, (B) promptly after notice thereof Owner Participant has not notified Lessee and provided reasonable evidence of an adverse effect on Owner Participant's rights or obligations under the Trust Agreement, (C) Indenture Trustee shall have received an opinion of counsel selected by Lessee, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that the validity and priority of the Lien of the Indenture Estate will not be adversely affected by such action, and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and the priority of the Lien of the Indenture have been made, (D) Owner Participant and Indenture Trustee shall have received an opinion or opinions of counsel selected by Owner Participant to the effect that, with customary exceptions, (I) the trust, as thus removed, shall remain a validly establishedestablished trust, (II) any amendments to the Trust Agreement or the Indenture necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the legal, valid and binding obligations of such parties, enforceable in accordance with their terms, (III) if such removal involves the replacement of Owner Trustee, an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Indenture Trustee and to Owner Participant covering the matters described in the opinion described in Section 3(j) hereof, and (IV) covering such other matters as Owner Participant or the Indenture Trustee may reasonably request, and (E) Lessee shall indemnify and hold harmless on an after tax basis Owner Trustee, Owner Participant and their respective Affiliates and Indenture Trustee against any and all reasonable and actual costs and expenses including reasonable attorneys' fees and disbursements, registration, recording or filing fees and other Taxes incurred by Owner Trustee, Owner Participant and their respective Affiliates, or Indenture Trustee in connection with such change of situs and shall indemnify and hold harmless Owner Participant, Owner Trustee and their respective Affiliates, and Indenture Trustee on an after tax basis (subject to the exclusions set forth in Section 10(b) of the Lease and the Amended and Restated Sublease TIA) from and against any increase in Taxes borne by such Person that results from such change in situs. In no event shall any change in situs of the trust affect Original Head Lessee's rights or obligations under the Amended and Restated Head Lease TIA. (d) Owner Trustee or any successor may resign or be removed by Owner Participant, a successor Owner Trustee may be appointed, and a corporation may become Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article X of the Trust Agreement. Owner Participant agrees promptly to appoint a successor Owner Trustee in the event that (e) The Trust Company agrees that Owner Participant has if at any time it shall obtain actual knowledge that it has ceased to be or will likely cease to be a Citizen of the United States, it will promptly resign as Owner Trustee (if and so long as such citizenship is necessary under such Federal Aviation Act or any other law to permit the continued registration of the Aircraft in the name of the Lessor or, if it is not in compliance with its covenants contained herein. No necessary, if and so long as Owner Trustee's citizenship would have any material adverse effect on any holder of Equipment Notes, the Lessee or any Permitted Sublessee), effective upon the appointment of the successor Owner Trustee shall be appointed unless Lessee and Indenture Trustee shall have given written consent thereto, which consent shall not be unreasonably withheld. Owner Participant will not instruct Owner Trustee to terminate any Operative Document or take any action thereunder in violation accordance with Section 10.1 of the terms thereof. Owner Participant shall not transfer any interest in the Trust Estate except in compliance with Section 10 hereof and the Trust Company shall not permit Owner Trustee to engage in any business other than owning and leasing the Engine as contemplated hereby. Lessee shall pay expenses on an after tax basis relating to the resignation or, if requested by Lessee, the removal of Owner Trustee, provided that the Owner Participant shall pay expenses relating to the removal of the Owner Trustee, if such removal was solely at the request of the Owner ParticipantAgreement.

Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant. (a) Each of Owner Participant and Trust Company hereby agrees with Lessee and Indenture Trustee (i) to comply with the terms of the Trust Agreement, (ii) not to amend, supplement, or otherwise modify the Trust Agreement except in accordance with the terms thereof, provided that any such amendment, supplement or modification shall not adversely affect the LesseeLessee or the Lien of the Indenture, and (iii) not to terminate or revoke the Trust Agreement except in accordance with the terms thereof, provided that any such termination or revocation shall not adversely affect the LesseeLessee or the Lien of the Indenture. (b) Notwithstanding anything to the contrary in the Trust Agreement or Section 14(a) hereof, but subject always to the provisions of Section 14(c) hereof, Owner Participant shall not consent to or direct a change in the situs of the Trust Estate so long as a successor Owner Trustee meeting the requirements of the Trust Agreement is reasonably available at the present situs of the Trust Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee shall have been given 30 days' prior notice thereof and (B) if, within 15 days after notice of such a proposed change is given to Lessee and the Original Head Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would have an adverse effect on the rights or obligations of Lessee or Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of - 45 - 49 counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would cause an increase in the amount for which Lessee may be required to indemnify any Person pursuant to the provisions of Section 10 of the Lease or for which Original Head Lessee is required to indemnify any Person pursuant to the provisions of the Amended and Restated Head Lease TIA, unless any and all Persons entitled to indemnification pursuant to Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA shall waive indemnification under Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA for any adverse tax or other consequences to it of such a change in the situs of the Trust Estate, and (C) unless Indenture Trustee receives from Owner Participant an opinion of counsel, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that such proposed change in the situs of the Trust Estate would not have an adverse effect on the validity or priority of the Lien of the Indenture and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and priority of the Lien of Indenture have been made.Trust (c) Owner Participant agrees that if, at any time, the Trust Estate has become, or in Lessee's good faith opinion will become, subject to any Taxes for which it is indemnified pursuant to Section 10 of the Lease and if, as a consequence thereof, Lessee should request that the situs of the trust be moved to another state in the United States of America from the state in which it is then located, the situs of the trust shall be moved and Owner Participant will take whatever action may be requested by Lessee that is reasonably necessary to accomplish such removal; provided that (A) Lessee shall provide such additional tax indemnification with respect to such change of situs and request of Lessee as Original Head Lessee, Owner Participant or the Indenture Trustee (subject to the exclusions set forth in Section 10(b) of the Lease and the exclusions in the Amended and Restated Head Lease TIA) may reasonably request, (B) promptly after notice thereof Owner Participant has not notified Lessee and provided reasonable evidence of an adverse effect on Owner Participant's rights or obligations under the Trust Agreement, (C) Indenture Trustee shall have received an opinion of counsel selected by Lessee, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that the validity and priority of the Lien of the Indenture Estate will not be adversely affected by such action, and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and the priority of the Lien of the Indenture have been made, (D) Owner Participant and Indenture Trustee shall have received an opinion or opinions of counsel selected by Owner Participant to the effect that, with customary exceptions, (I) the trust, as thus removed, shall remain a validly establishedand (d) Owner Trustee or any successor may resign or be removed by Owner Participant, a successor Owner Trustee may be appointed, and a corporation may become Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article X of the Trust Agreement. Owner Participant agrees promptly to appoint a successor Owner Trustee in the event that Owner Participant has actual knowledge that Owner Trustee is not in compliance with its covenants contained herein. No successor Owner Trustee shall be appointed unless Lessee and Indenture Trustee Indenture (e) The Trust Company agrees that if at any time it shall have given written consent theretoobtain actual knowledge that it has ceased to be or will likely cease to be a Citizen of the United States, which consent shall not be unreasonably withheld. Owner Participant it will not instruct promptly resign as Owner Trustee (if and so long as such citizenship is necessary under such Federal Aviation Act or any other law to terminate any Operative Document or take any action thereunder in violation permit the continued registration of the terms thereof. Owner Participant shall not transfer any interest Aircraft in the Trust Estate except in compliance with Section 10 hereof and name of the Trust Company shall not permit Owner Trustee to engage in any business other than owning and leasing the Engine as contemplated hereby. Lessee shall pay expenses on an after tax basis relating to the resignation Lessor or, if requested by Lesseeit is not necessary, if and so long as Owner Trustee's citizenship would have any material adverse effect on any holder of Equipment Notes, the removal Lessee or any Permitted Sublessee), effective upon the appointment of the successor Owner Trustee, provided that Trustee in accordance with Section 10.1 of the Trust Agreement. (f) The Owner Participant hereby instructs the other parties hereto to deal directly with the Managing Partner as managing partner of the Owner Participant shall pay expenses relating to the removal of and the Owner TrusteeParticipant agrees that the other parties hereto will be entitled to rely conclusively on any consent, if such removal was solely at waiver, approval or other action taken by the request Managing Partner as managing partner of the Owner Participant.

Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant. (a) Each of Owner Participant and Trust Company hereby agrees with Lessee and Indenture Trustee (i) to comply with the terms of the Trust Agreement, (ii) not to amend, supplement, or otherwise modify the Trust Agreement except in accordance with the terms thereof, provided that any such amendment, supplement or modification shall not adversely affect the LesseeAgreement, and (iii) not to terminate or revoke the Trust Agreement except in accordance with the terms thereof, provided that any such termination or revocation shall not adversely affect the LesseeAgreement. (b) Notwithstanding anything to the contrary in the Trust Agreement or Section 14(a) hereofAgreement, but subject always to the provisions of Section 14(c) hereof, Owner Participant shall not consent to or direct a change in the situs of the Trust Estate so long as a successor Owner Trustee meeting the requirements of the Trust Agreement is reasonably available at the present situs of the Trust Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee shall have been given 30 45 days' prior notice thereof and (B) if, within 15 45 days after notice of such a proposed change is given to Lessee and the Original Head Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would have an adverse effect on the rights or obligations of Lessee or Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of - 45 - 49 counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would cause an increase in the amount for which Lessee may be required to indemnify any Person pursuant to the provisions of Section 10 of the Lease or for which Original Head Lessee is required to indemnify any Person pursuant to the provisions of the Second Amended and Restated Head Lease TIA, unless any and all Persons entitled to indemnification pursuant to such Section 10 of the Lease or applicable provision of the Second Amended and Restated Head Lease TIA shall waive indemnification under Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA for any adverse tax or other consequences to it of such a change in the situs of the Trust Estate, and (C) unless Indenture Trustee receives from Owner Participant an opinion of counsel, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that such proposed change in the situs of the Trust Estate would not have an adverse effect on the validity or priority of the Lien of the Indenture and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and priority of the Lien of Indenture have been made.Section (c) Owner Participant agrees that if, at any time, the Trust Estate has become, or in Lessee's good faith opinion will become, subject to any Taxes for which it is indemnified pursuant to Section 10 of the Lease and if, as a consequence thereof, Lessee should request that the situs of the trust be moved to another state in the United States of America from the state in which it is then located, the situs of the trust shall be moved and Owner Participant will take whatever action may be requested by Lessee that is reasonably necessary to accomplish such removal; provided that (A) Lessee shall provide such additional tax indemnification with respect to such change of situs [and request of Lessee Lessee] as Original Head Lessee, Owner Participant or the Indenture Trustee [(subject to the exclusions set forth in Section 10(b) of the Lease and the exclusions in Section [_] of the Second Amended and Restated Head Lease TIA) )] may reasonably request, (B) promptly after notice thereof Owner Participant has not notified Lessee and provided reasonable evidence of an adverse effect on Owner Participant's rights or obligations under the Trust Agreement, (C) Indenture Trustee shall have received an opinion of counsel selected by Lessee, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that the validity and priority of the Lien of the Indenture Estate will not be adversely affected by such action, and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and the priority of the Lien of the Indenture have been made, (D) Owner Participant and Indenture Trustee shall have received an opinion or opinions of counsel [selected by Owner Participant Participant] to the effect that, with customary exceptions, (I) the trust, as thus removed, shall remain a validly established established trust, (dII) Owner Trustee or any successor may resign or be removed by Owner Participant, a successor Owner Trustee may be appointed, and a corporation may become Owner Trustee under amendments to the Trust AgreementAgreement or the Indenture necessitated by such removal shall have been duly authorized, only executed and delivered by the parties thereto and shall constitute the legal, valid and binding obligations of such parties, enforceable in accordance with their terms, (III) if such removal involves the provisions replacement of Article X Owner Trustee, an opinion of the Trust Agreement. Owner Participant agrees promptly counsel to appoint a such successor Owner Trustee in the event that form and substance reasonably satisfactory to Indenture Trustee and to Owner Participant has actual knowledge that Owner Trustee is not in compliance with its covenants contained herein. No successor Owner Trustee shall be appointed unless Lessee and Indenture Trustee shall have given written consent thereto, which consent shall not be unreasonably withheld. Owner Participant will not instruct Owner Trustee to terminate any Operative Document or take any action thereunder in violation of covering the terms thereof. Owner Participant shall not transfer any interest matters described in the Trust Estate except opinion described in compliance with Section 10 hereof 3(j) hereof, and the Trust Company shall not permit Owner Trustee to engage in any business other than owning and leasing the Engine as contemplated hereby. Lessee shall pay expenses on an after tax basis relating to the resignation or, if requested by Lessee, the removal of Owner Trustee, provided that the Owner Participant shall pay expenses relating to the removal of the Owner Trustee, if such removal was solely at the request of the Owner Participant.(IV) covering such

Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant. (a) Each of Owner Participant and Trust Company hereby agrees with Lessee and Indenture Trustee (i) to comply with the terms of the Trust Agreement, (ii) not to amend, supplement, or otherwise modify the Trust Agreement except in accordance with the terms thereof, provided that any such amendment, supplement or modification shall not adversely affect the Lessee, and (iii) not to terminate or revoke the Trust Agreement except in accordance with the terms thereof, provided that any such termination or revocation shall not adversely affect the Lessee. (b) Notwithstanding anything to the contrary in the Trust Agreement or Section 14(a) hereof, but subject always to the provisions of Section 14(c) hereof, Owner Participant shall 53 not consent to or direct a change in the situs of the Trust Estate so long as a successor Owner Trustee meeting the requirements of the Trust Agreement is reasonably available at the present situs of the Trust Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee shall have been given 30 days' prior notice thereof and (B) if, within 15 days after notice of such a proposed change is given to Lessee and the Original Head Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would have an adverse effect on the rights or obligations of Lessee or Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of - 45 - 49 counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would cause an increase in the amount for which Lessee may be required to indemnify any Person pursuant to the provisions of Section 10 of the Lease or for which Original Head Lessee is required to indemnify any Person pursuant to the provisions of the Amended and Restated Head Lease TIA, unless any and all Persons entitled to indemnification pursuant to Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA shall waive indemnification under Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA for any adverse tax or other consequences to it of such a change in the situs of the Trust Estate, and (C) unless Indenture Trustee receives from Owner Participant an opinion of counsel, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that such proposed change in the situs of the Trust Estate would not have an adverse effect on the validity or priority of the Lien of the Indenture and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and priority of the Lien of Indenture have been made, and (D) such change does not affect the registration of the Aircraft. (c) Owner Participant agrees that if, at any time, the Trust Estate has become, or in Lessee's good faith opinion will become, subject to any Taxes for which it is indemnified pursuant to Section 10 of the Lease and if, as a consequence thereof, Lessee should request that the situs of the trust be moved to another state in the United States of America from the state in which it is then located, the situs of the trust shall be moved and Owner Participant will take whatever action may be requested by Lessee that is reasonably necessary to accomplish such removal; provided that (A) Lessee shall provide such additional tax indemnification with respect to such change of situs and request of Lessee as Original Head Lessee, Owner Participant or 54 the Indenture Trustee (subject to the exclusions set forth in Section 10(b) of the Lease and the exclusions in the Amended and Restated Head Lease TIA) may reasonably request, (B) promptly after notice thereof Owner Participant has not notified Lessee and provided reasonable evidence of an adverse effect on Owner Participant's rights or obligations under the Trust Agreement, (C) Indenture Trustee shall have received an opinion of counsel selected by Lessee, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that the validity and priority of the Lien of the Indenture Estate will not be adversely affected by such action, and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and the priority of the Lien of the Indenture have been made, (D) Owner Participant and Indenture Trustee shall have received an opinion or opinions of counsel selected by Owner Participant to the effect that, with customary exceptions, (I) the trust, as thus removed, shall remain a validly establishedestablished trust, (II) any amendments to the Trust Agreement or the Indenture necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the legal, valid and binding obligations of such parties, enforceable in accordance with their terms, (III) if such removal involves the replacement of Owner Trustee, an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Indenture Trustee and to Owner Participant covering the matters described in the opinion described in Section 3(j) hereof, and (IV) covering such other matters as Owner Participant or the Indenture Trustee may reasonably request, and (E) Lessee shall indemnify and hold harmless on an after tax basis Owner Trustee, Owner Participant and their respective Affiliates and Indenture Trustee against any and all reasonable and actual costs and expenses including reasonable attorneys' fees and disbursements, registration, recording or filing fees and other Taxes incurred by Owner Trustee, Owner Participant and their respective Affiliates, or Indenture Trustee in connection with such change of situs and shall indemnify and hold harmless Owner Participant, Owner Trustee and their respective Affiliates, and Indenture Trustee on an after tax basis (subject to the exclusions set forth in Section 10(b) of the Lease and the Amended and Restated Sublease TIA) from and against any increase in Taxes borne by such Person that results from such change in situs. In no event shall any change in situs of the trust affect Original Head Lessee's rights or obligations under the Amended and Restated Head Lease TIA. (d) Owner Trustee or any successor may resign or be removed by Owner Participant, a successor Owner Trustee may be appointed, and a corporation may become Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article X of the Trust Agreement. Owner Participant agrees promptly to appoint a successor Owner Trustee in the event that Owner Participant has actual knowledge that Owner Trustee is not in compliance with its covenants contained herein. No successor Owner Trustee shall be appointed unless Lessee and Indenture Trustee shall have given written consent thereto, which consent shall not be unreasonably withheld. Owner Participant will not instruct Owner Trustee to terminate any Operative Document or take any action thereunder in violation of the terms thereof. Owner Participant shall not transfer any interest in the Trust Estate except in compliance with Section 10 hereof and the Trust Company shall not permit Owner Trustee to engage in any business other than owning and leasing the Engine as contemplated hereby. Lessee shall pay expenses on an after tax basis relating to the resignation or, if requested by Lessee, the removal of Owner Trustee, provided that the Owner Participant shall pay expenses relating to the removal of the Owner Trustee, if such removal was solely at the request of the Owner Participant.that

Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant. (a) Each of Owner Participant and Trust Company hereby agrees with Lessee and Indenture Trustee (i) to comply with the terms of the Trust Agreement, (ii) not to amend, supplement, or otherwise modify the Trust Agreement except in accordance with the terms thereof, provided that any such amendment, supplement or modification shall not adversely affect the Lessee, and (iii) not to terminate or revoke the Trust Agreement except in accordance with the terms thereof, provided that any such termination or revocation shall not adversely affect the Lessee. (b) Notwithstanding anything to the contrary in the Trust Agreement or Section 14(a) hereofAgreement, but subject always to the provisions of Section 14(c) hereof, Owner Participant shall not consent to or direct a change in the situs of the Trust Estate so long as a successor Owner Trustee meeting the requirements of the Trust Agreement is reasonably available at the present situs of the Trust Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee shall have been given 30 [45 days' '] prior notice thereof and (B) if, within 15 days [45 days] after notice of such a proposed change is given to Lessee and the Original Head Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would have an adverse effect on the rights or obligations of Lessee or Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of - 45 - 49 counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would cause an increase in the amount for which Lessee may be required to indemnify any Person pursuant to the provisions of Section 10 of the Lease or for which Original Head Lessee is required to indemnify any Person pursuant to the provisions of the Amended and Restated Head Lease TIA, unless any and all Persons entitled to indemnification pursuant to such Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA shall waive indemnification under Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA for any adverse tax or other consequences to it of such a change in the situs of the Trust Estate, and (C) unless Indenture Trustee receives from Owner Participant an opinion of counsel, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that such proposed change in the situs of the Trust Estate would not have an adverse effect on the validity or priority of the Lien of the Indenture and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and priority of the Lien of Indenture have been made. (c) Owner Participant agrees that if, at any time, the Trust Estate has become, or in Lessee's good faith opinion will become, subject to any Taxes for which it is indemnified pursuant to Section 10 of the Lease and if, as a consequence thereof, Lessee should request that the situs of the trust be moved to another state in the United States of America from the state in which it is then located, the situs of the trust shall be moved and Owner Participant will take whatever action may be requested by Lessee that is reasonably necessary to accomplish such removal; provided that (A) Lessee shall provide such additional tax indemnification with respect to such change of situs [and request of Lessee Lessee] as Original Head Lessee, Owner Participant or the Indenture Trustee [(subject to the exclusions set forth in Section 10(b) of the Lease and the exclusions in Section [-] of the Amended and Restated Head Lease TIA) )] may reasonably request, (B) promptly after notice thereof Owner Participant has not notified Lessee and provided reasonable evidence of an adverse effect on Owner Participant's rights or obligations under the Trust Agreement, (C) Indenture Trustee shall have received an opinion of counsel selected by Lessee, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that the validity and priority of the Lien of the Indenture Estate will not be adversely affected by such action, and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and the priority of the Lien of the Indenture have been made, (D) Owner Participant and Indenture Trustee shall have received an opinion or opinions of counsel [selected by Owner Participant Participant] to the effect that, with customary exceptions, (I) the trust, as thus removed, shall remain a validly establishedestablished trust, (II) any amendments to the Trust Agreement or the Indenture necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the legal, valid and binding obligations of such parties, enforceable in accordance with their terms, (III) if such removal involves the replacement of Owner Trustee, an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Indenture Trustee and to Owner Participant covering the matters described in the opinion described in Section 3(j) hereof, and (IV) covering such other matters as Owner Participant or the Indenture Trustee may reasonably request, and (E) Lessee shall indemnify and hold harmless [on an after tax basis] Owner Trustee, Owner Participant [and their respective Affiliates] and Indenture Trustee against any and all reasonable and actual costs and expenses including reasonable attorneys' fees and disbursements, registration, recording or filing fees and [other Taxes] incurred by Owner Trustee, Owner Participant [and their respective Affiliates], or Indenture Trustee in connection with such change of situs and shall indemnify and hold harmless Owner Participant [, Owner Trustee and their respective Affiliates] [on an after tax basis] [(subject to the exclusions set forth in Section 10(b) of the Lease [and Section [-] of the Amended and Restated Sublease TIA])] from and against any Taxes that would not have been imposed in the absence of such change in situs. [In no event shall any change in situs of the trust affect Original Head Lessee's rights or obligations under the Amended and Restated Head Lease TIA.] (d) Owner Trustee or any successor may resign or be removed by Owner Participant, a successor Owner Trustee may be appointed, and a corporation may become Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article X of the Trust Agreement. Owner Participant agrees promptly to appoint a successor Owner Trustee in the event that Owner Participant has actual knowledge that Owner Trustee is not in compliance with its covenants contained herein. No successor Owner Trustee shall be appointed unless Lessee and Indenture Trustee shall have given written consent thereto, which consent shall not be unreasonably withheld. Owner Participant will not instruct Owner Trustee to terminate any Operative Document or take any action thereunder in violation of the terms thereof. Owner Participant shall not transfer any interest in the Trust Estate except in compliance with Section 10 hereof and the Trust Company shall not permit Owner Trustee to engage in any business other than owning and leasing the Engine as contemplated hereby. Lessee shall pay expenses [on an after tax basis basis] relating to the resignation or, if requested by Lessee, the removal of Owner Trustee, provided that the Owner Participant shall pay expenses relating to the removal of the Owner Trustee, if such removal was solely at the request of the Owner Participant. (e) The Original Head Lessee and the Parent Guarantor jointly and severally covenants that after the Restatement Date the Trust Estate, the Engine and each Part shall be free and clear of any Lien or disposition of title created by or through Original Head Lessee, Parent Guarantor or any Affiliate of either thereof which would have constituted a Sublessor's Lien had the Sublease remained in effect.

Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant. (a) Each of Owner Participant and Trust Company hereby agrees with Lessee and Indenture Trustee (i) to comply with the terms of the Trust Agreement, (ii) not to amend, supplement, or otherwise modify the Trust Agreement except in accordance with the terms thereof, provided that any such amendment, supplement or modification shall not adversely affect the LesseeAgreement, and (iii) not to terminate or revoke the Trust Agreement except in accordance with the terms thereof, provided that any such termination or revocation shall not adversely affect the LesseeAgreement. (b) Notwithstanding anything to the contrary in the Trust Agreement or Section 14(a) hereofAgreement, but subject always to the provisions of Section 14(c) hereof, Owner Participant shall not consent to or direct a change in the situs of the Trust Estate so long as a successor Owner Trustee meeting the requirements of the Trust Agreement is reasonably available at the present situs of the Trust Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee shall have been given 30 45 days' prior notice thereof and (B) if, within 15 45 days after notice of such a proposed change is given to Lessee and the Original Head Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would have an adverse effect on the rights or obligations of Lessee or Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of - 45 - 49 counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would cause an increase in the amount for which Lessee may be required to indemnify any Person pursuant to the provisions of Section 10 of the Lease or for which Original Head Lessee is required to indemnify any Person pursuant to the provisions of the Second Amended and Restated Head Lease TIA, unless any and all Persons entitled to indemnification pursuant to Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA shall waive indemnification under Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA for any adverse tax or other consequences to it of such a change in the situs of the Trust Estate, and (C) unless Indenture Trustee receives from Owner Participant an opinion of counsel, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that such proposed change in the situs of the Trust Estate would not have an adverse effect on the validity or priority of the Lien of the Indenture and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and priority of the Lien of Indenture have been made.and (c) Owner Participant agrees that if, at any time, the Trust Estate has become, or in Lessee's good faith opinion will become, subject to any Taxes for which it is indemnified pursuant to Section 10 of the Lease and if, as a consequence thereof, Lessee should request that the situs of the trust be moved to another state in the United States of America from the state in which it is then located, the situs of the trust shall be moved and Owner Participant will take whatever action may be requested by Lessee that is reasonably necessary to accomplish such removal; provided that (A) Lessee shall provide such additional tax indemnification with respect to such change of situs [and request of Lessee Lessee] as Original Head Lessee, Owner Participant or the Indenture Trustee [(subject to the exclusions set forth in Section 10(b) of the Lease and the exclusions in Section [_] of the Second Amended and Restated Head Lease TIA) )] may reasonably request, (B) promptly after notice thereof Owner Participant has not notified Lessee and provided reasonable evidence of an adverse effect on Owner Participant's rights or obligations under the Trust Agreement, (C) Indenture Trustee shall have received an opinion of counsel selected by Lessee, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that the validity and priority of the Lien of the Indenture Estate will not be adversely affected by such action, and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and the priority of the Lien of the Indenture have been made, (D) Owner Participant and Indenture Trustee shall have received an opinion or opinions of counsel [selected by Owner Participant Participant] to the effect that, with customary exceptions, (I) the trust, as thus removed, shall remain a validly establishedestablished trust, (II) any amendments to the Trust Agreement or the Indenture necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the legal, valid and binding obligations of such parties, enforceable in accordance with their terms, (III) if such removal involves the replacement of Owner Trustee, an opinion of counsel to such successor Owner Trustee in - 50 - 54 form and substance reasonably satisfactory to Indenture Trustee and to Owner Participant covering the matters described in the opinion described in Section 3(j) hereof, and (IV) covering such other matters as Owner Participant or the Indenture Trustee may reasonably request, and (E) Lessee shall indemnify and hold harmless [on an after tax basis] Owner Trustee, Owner Participant [and their respective Affiliates] and Indenture Trustee against any and all reasonable and actual costs and expenses including reasonable attorneys' fees and disbursements, registration, recording or filing fees and [other Taxes] incurred by Owner Trustee, Owner Participant [and their respective Affiliates], or Indenture Trustee in connection with such change of situs and shall indemnify and hold harmless Owner Participant[, Owner Trustee and their respective Affiliates] [on an after tax basis] [(subject to the exclusions set forth in Section 10(b) of the Lease [and Section [__] of the Amended and Restated Sublease TIA])] from and against any Taxes that would not have been imposed in the absence of such change in situs. [In no event shall any change in situs of the trust affect Original Head Lessee's rights or obligations under the Second Amended and Restated Head Lease TIA.] (d) Owner Trustee or any successor may resign or be removed by Owner Participant, a successor Owner Trustee may be appointed, and a corporation may become Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article X of the Trust Agreement. Owner Participant agrees promptly to appoint a successor Owner Trustee in the event that Owner Participant has actual knowledge that Owner Trustee is not in compliance with its covenants contained herein. No successor Owner Trustee shall be appointed unless Lessee and Indenture Trustee shall have given written consent thereto, which consent shall not be unreasonably withheld. Owner Participant will not instruct Owner Trustee to terminate any Operative Document or take any action thereunder in violation of the terms thereof. Owner Participant shall not transfer any interest in the Trust Estate except in compliance with Section 10 hereof and the Trust Company shall not permit Owner Trustee to engage in any business other than owning and leasing the Engine Aircraft as contemplated hereby. Lessee shall pay expenses [on an after tax basis basis] relating to the resignation or, if requested by Lessee, the removal of Owner Trustee, provided that the Owner Participant shall pay expenses relating to the removal of the Owner Trustee, if such removal was solely at the request of the Owner Participant. (e) The Original Head Lessee and the Parent Guarantor jointly and severally covenants that after the Restatement Date the Trust Estate, the Aircraft, the Airframe, each Engine and each Part shall be free and clear of any Lien or disposition of title created by or through Original Head Lessee, Parent Guarantor or any Affiliate of either thereof which would have (f) The Trust Company agrees that if at any time it shall obtain actual knowledge that it has ceased to be or will likely cease to be a Citizen of the United States, it will promptly resign as Owner Trustee (if and so long as such citizenship is necessary under such Federal Aviation Act or any other law to permit the continued registration of the Aircraft in the name of the Lessor or, if it is not necessary, if and so long as Owner Trustee's citizenship would have any material adverse effect on any holder of Equipment Notes, the Lessee or any Permitted Sublessee), effective upon the appointment of the successor Owner Trustee in accordance with Section 10.1 of the Trust Agreement.

Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant. (a) Each of Owner Participant and Trust Company hereby agrees with Lessee and Indenture Trustee (i) to comply with the terms of the Trust Agreement, (ii) not to amend, supplement, or otherwise modify the Trust Agreement except in accordance with the terms thereof, provided that any such amendment, supplement or modification shall not adversely affect the Lessee, and (iii) not to terminate or revoke the Trust Agreement except in accordance with the terms thereof, provided that any such termination or revocation shall not adversely affect the Lessee. (b) Notwithstanding anything to the contrary in the Trust Agreement or Section 14(a) hereofAgreement, but subject always to the provisions of Section 14(c) hereof, Owner Participant shall not consent to or direct a change in the situs of the Trust Estate so long as a successor Owner Trustee meeting the requirements of the Trust Agreement is reasonably available at the present situs of the Trust Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee shall have been given 30 [45 days' '] prior notice thereof and (B) if, within 15 days [45 days] after notice of such a proposed change is given to Lessee and the Original Head Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would have an adverse effect on the rights or obligations of Lessee or Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of - 45 - 49 counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would cause an increase in the amount for which Lessee may be required to indemnify any Person pursuant to the provisions of Section 10 of the Lease or for which Original Head Lessee is required to indemnify any Person pursuant to the provisions of the Amended and Restated Head Lease TIA, unless any and all Persons entitled to indemnification pursuant to such Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA shall waive indemnification under Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA for any adverse tax or other consequences to it of such a change in the situs of the Trust Estate, and (C) unless Indenture Trustee receives from Owner Participant an opinion of counsel, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that such proposed change in the situs of the Trust Estate would not have an adverse effect on the validity or priority of the Lien of the Indenture and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and priority of the Lien of Indenture have been made. (c) Owner Participant agrees that if, at any time, the Trust Estate has become, or in Lessee's good faith opinion will become, subject to any Taxes for which it is indemnified pursuant to Section 10 of the Lease and if, as a consequence thereof, Lessee should request that the situs of the trust be moved to another state in the United States of America from the state in which it is then located, the situs of the trust shall be moved and Owner Participant will take whatever action may be requested by Lessee that is reasonably necessary to accomplish such removal; provided that (A) Lessee shall provide such additional tax indemnification with respect to such change of situs and request of Lessee as Original Head Lessee, Owner Participant or the Indenture Trustee (subject to the exclusions set forth in Section 10(b) of the Lease and the exclusions in the Amended and Restated Head Lease TIA) may reasonably request, (B) promptly after notice thereof Owner Participant has not notified Lessee and provided reasonable evidence of an adverse effect on Owner Participant's rights or obligations under the Trust Agreement, (C) Indenture Trustee shall have received an opinion of counsel selected by Lessee, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that the validity and priority of the Lien of the Indenture Estate will not be adversely affected by such action, and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and the priority of the Lien of the Indenture have been made, (D) Owner Participant and Indenture Trustee shall have received an opinion or opinions of counsel selected by Owner Participant to such change does not affect the effect that, with customary exceptions, (I) the trust, as thus removed, shall remain a validly established (d) Owner Trustee or any successor may resign or be removed by Owner Participant, a successor Owner Trustee may be appointed, and a corporation may become Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article X registration of the Trust Agreement. Owner Participant agrees promptly to appoint a successor Owner Trustee in the event that Owner Participant has actual knowledge that Owner Trustee is not in compliance with its covenants contained herein. No successor Owner Trustee shall be appointed unless Lessee and Indenture Trustee shall have given written consent thereto, which consent shall not be unreasonably withheld. Owner Participant will not instruct Owner Trustee to terminate any Operative Document or take any action thereunder in violation of the terms thereof. Owner Participant shall not transfer any interest in the Trust Estate except in compliance with Section 10 hereof and the Trust Company shall not permit Owner Trustee to engage in any business other than owning and leasing the Engine as contemplated hereby. Lessee shall pay expenses on an after tax basis relating to the resignation or, if requested by Lessee, the removal of Owner Trustee, provided that the Owner Participant shall pay expenses relating to the removal of the Owner Trustee, if such removal was solely at the request of the Owner ParticipantAircraft.

Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant. (a) Each of Owner Participant and Trust Company hereby agrees with Lessee and Indenture Trustee (i) to comply with the terms of the Trust Agreement, (ii) not to amend, supplement, or otherwise modify the Trust Agreement except in accordance with the terms thereof, provided that any such amendment, supplement or modification shall not adversely affect the Lessee, and (iii) not to terminate or revoke the Trust Agreement except in accordance with the terms thereof, provided that any such termination or revocation shall not adversely affect the Lessee. (b) Notwithstanding anything to the contrary in the Trust Agreement or Section 14(a) hereof, but subject always to the provisions of Section 14(c) hereof, Owner Participant shall not consent to or direct a change in the situs of the Trust Estate so long as a successor Owner Trustee meeting the requirements of the Trust Agreement is reasonably available at the present situs of the Trust Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee shall have been given 30 days' prior notice thereof and (B) if, within 15 days after notice of such a proposed change is given to Lessee and the Original Head Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would have an adverse effect on the rights or obligations of Lessee or Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of - 45 - 49 counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would cause an increase in the amount for which Lessee may be required to indemnify any Person pursuant to the provisions of Section 10 of the Lease or for which Original Head Lessee is required to indemnify any Person pursuant to the provisions of the Amended and Restated Head Lease TIA, unless any and all Persons entitled to indemnification pursuant to Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA shall waive indemnification under Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA for any adverse tax or other consequences to it of such a change in the situs of the Trust Estate, and (C) unless Indenture Trustee receives from Owner Participant an opinion of counsel, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that such proposed change in the situs of the Trust Estate would not have an adverse effect on the validity or priority of the Lien of the Indenture and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and priority of the Lien of Indenture have been made.shall (c) Owner Participant agrees that if, at any time, the Trust Estate has become, or in Lessee's good faith opinion will become, subject to any Taxes for which it is indemnified pursuant to Section 10 of the Lease and if, as a consequence thereof, Lessee should request that the situs of the trust be moved to another state in the United States of America from the state in which it is then located, the situs of the trust shall be moved and Owner Participant will take whatever action may be requested by Lessee that is reasonably necessary to accomplish such removal; provided that (A) Lessee shall provide such additional tax indemnification with respect to such change of situs and request of Lessee as Original Head Lessee, Owner Participant or - 50 - 54 the Indenture Trustee (subject to the exclusions set forth in Section 10(b) of the Lease and the exclusions in the Amended and Restated Head Lease TIA) may reasonably request, (B) promptly after notice thereof Owner Participant has not notified Lessee and provided reasonable evidence of an adverse effect on Owner Participant's rights or obligations under the Trust Agreement, (C) Indenture Trustee shall have received an opinion of counsel selected by Lessee, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that the validity and priority of the Lien of the Indenture Estate will not be adversely affected by such action, and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and the priority of the Lien of the Indenture have been made, (D) Owner Participant and Indenture Trustee shall have received an opinion or opinions of counsel selected by Owner Participant to the effect that, with customary exceptions, (I) the trust, as thus removed, shall remain a validly establishedestablished trust, (II) any amendments to the Trust Agreement or the Indenture necessitated by such removal shall have been duly authorized, executed and delivered by the parties thereto and shall constitute the legal, valid and binding obligations of such parties, enforceable in accordance with their terms, (III) if such removal involves the replacement of Owner Trustee, an opinion of counsel to such successor Owner Trustee in form and substance reasonably satisfactory to Indenture Trustee and to Owner Participant covering the matters described in the opinion described in Section 3(j) hereof, and (IV) covering such other matters as Owner Participant or the Indenture Trustee may reasonably request, and (E) Lessee shall indemnify and hold harmless on an after tax basis Owner Trustee, Owner Participant and their respective Affiliates and Indenture Trustee against any and all reasonable and actual costs and expenses including reasonable attorneys' fees and disbursements, registration, recording or filing fees and other Taxes incurred by Owner Trustee, Owner Participant and their respective Affiliates, or Indenture Trustee in connection with such change of situs and shall indemnify and hold harmless Owner Participant, Owner Trustee and their respective Affiliates, and Indenture Trustee on an after tax basis (subject to the exclusions set forth in Section 10(b) of the Lease and the Amended and Restated Sublease TIA) from and against any increase in Taxes borne by such Person that results from such change in situs. In no event shall any change in situs of the trust affect Original Head Lessee's rights or obligations under the Amended and Restated Head Lease TIA. (d) Owner Trustee or any successor may resign or be removed by Owner Participant, a successor Owner Trustee may be appointed, and a corporation may become Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article X of the Trust Agreement. Owner Participant agrees promptly to appoint a successor Owner Trustee in the event that Owner Participant has actual knowledge that Owner Trustee is not in compliance with its covenants contained herein. No successor Owner Trustee shall be appointed unless Lessee and Indenture Trustee shall have given written consent thereto, which consent shall not be unreasonably withheld. Owner Participant will not instruct Owner Trustee to terminate any Operative Document or take any action thereunder in violation of the terms thereof. Owner Participant shall not transfer any interest in the Trust Estate except in compliance with Section 10 hereof and the Trust Company shall not permit Owner Trustee to engage in any business other than owning and leasing the Engine as contemplated hereby. Lessee shall pay expenses on an after tax basis relating to the resignation or, if requested by Lessee, the removal of Owner Trustee, provided that the Owner Participant shall pay expenses relating to the removal of the Owner Trustee, if such removal was solely at the request of the Owner Participant.that

Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant. (a) Each of Owner Participant and Trust Company hereby agrees with Lessee and Indenture Trustee (i) to comply with the terms of the Trust Agreement, (ii) not to amend, supplement, or otherwise modify the Trust Agreement except in accordance with the terms thereof, provided that any such amendment, supplement or modification shall not adversely affect the Lessee, and (iii) not to terminate or revoke the Trust Agreement except in accordance with the terms thereof, provided that any such termination or revocation shall not adversely affect the Lessee. (b) Notwithstanding anything to the contrary in the Trust Agreement or Section 14(a) hereof, but subject always to the provisions of Section 14(c) hereof, Owner Participant shall not consent to or direct a change in the situs of the Trust Estate so long as a successor Owner Trustee meeting the requirements of the Trust Agreement is reasonably available at the present situs of the Trust Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee shall have been given 30 days' prior notice thereof and (B) if, within 15 days after notice of such a proposed change is given to Lessee and the Original Head Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would have an adverse effect on the rights or obligations of Lessee or Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of - 45 - 49 counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would cause an increase in the amount for which Lessee may be required to indemnify any Person pursuant to the provisions of Section 10 of the Lease or for which Original Head Lessee is required to indemnify any Person pursuant to the provisions of the Amended and Restated Head Lease TIA, unless any and all Persons entitled to indemnification pursuant to Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA shall waive indemnification under Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA for any adverse tax or other consequences to it of such a change in the situs of the Trust Estate, and (C) unless Indenture Trustee receives from Owner Participant an opinion of counsel, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that such proposed change in the situs of the Trust Estate would not have an adverse effect on the validity or priority of the Lien of the Indenture and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and priority of the Lien of Indenture have been made.Indenture (c) Owner Participant agrees that if, at any time, the Trust Estate has become, or in Lessee's good faith opinion will become, subject to any Taxes for which it is indemnified pursuant to Section 10 of the Lease and if, as a consequence thereof, Lessee should request that the situs of the trust be moved to another state in the United States of America from the state in which it is then located, the situs of the trust shall be moved and Owner Participant will take whatever action may be requested by Lessee that is reasonably necessary to accomplish such removal; provided that (A) Lessee shall provide such additional tax indemnification with respect to such change of situs and request of Lessee as Original Head Lessee, Owner Participant or the Indenture Trustee (subject to the exclusions set forth in Section 10(b) of the Lease and the exclusions in the Amended and Restated Head Lease TIA) may reasonably request, (B) promptly after notice thereof Owner Participant has not notified Lessee and provided reasonable evidence of an adverse effect on Owner Participant's rights or obligations under the Trust Agreement, (C) Indenture Trustee shall have received an opinion of counsel selected by Lessee, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that the validity and priority of the Lien of the Indenture Estate will not be adversely affected by such action, and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and the priority of the Lien of the Indenture have been made, (D) Owner Participant and Indenture Trustee shall have received an opinion or opinions of counsel selected by Owner Participant to the effect that, with customary exceptions, (I) the trust, as thus removed, shall remain a validly established (d) Owner Trustee or any successor may resign or be removed by Owner Participant, a successor Owner Trustee may be appointed, and a corporation may become Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article X of the Trust Agreement. Owner Participant agrees promptly to appoint a successor Owner Trustee in the event that Owner Participant has actual knowledge that Owner Trustee is not in compliance with its covenants contained herein. No successor Owner Trustee shall be appointed unless Lessee and Indenture Trustee shall have given written consent thereto, which consent consent (e) The Trust Company agrees that if at any time it shall not obtain actual knowledge that it has ceased to be unreasonably withheld. Owner Participant or will not instruct likely cease to be a Citizen of the United States, it will promptly resign as Owner Trustee (if and so long as such citizenship is necessary under such Federal Aviation Act or any other law to terminate any Operative Document or take any action thereunder in violation permit the continued registration of the terms thereof. Owner Participant shall not transfer any interest Aircraft in the Trust Estate except in compliance with Section 10 hereof and name of the Trust Company shall not permit Owner Trustee to engage in any business other than owning and leasing the Engine as contemplated hereby. Lessee shall pay expenses on an after tax basis relating to the resignation Lessor or, if requested by Lesseeit is not necessary, if and so long as Owner Trustee's citizenship would have any material adverse effect on any holder of Equipment Notes, the removal of Owner TrusteeLessee or any Permitted Sublessee), provided that effective upon the Owner Participant shall pay expenses relating to the removal appointment of the successor Owner Trustee, if such removal was solely at the request Trustee in accordance with Section 10.1 of the Owner ParticipantTrust Agreement.

Certain Additional Provisions. Relating to Original Head Lessee, Parent Guarantor, Trust Company, Owner Trustee and Owner Participant. (a) Each of Owner Participant and Trust Company hereby agrees with Lessee and Indenture Trustee (i) to comply with the terms of the Trust Agreement, (ii) not to amend, supplement, or otherwise modify the Trust Agreement except in accordance with the terms thereof, provided that any such amendment, supplement or modification shall not adversely affect the Lessee, and (iii) not to terminate or revoke the Trust Agreement except in accordance with the terms thereof, provided that any such termination or revocation shall not adversely affect the LesseeAgreement. (b) Notwithstanding anything to the contrary in the Trust Agreement or Section 14(a) hereofAgreement, but subject always to the provisions of Section 14(c) hereof, Owner Participant shall not consent to or direct a change in the situs of the Trust Estate so long as a successor Owner Trustee meeting the requirements of the Trust Agreement is reasonably available at the present situs of the Trust Estate (A) unless the Indenture Trustee, the Original Head Lessee and Lessee shall have been given 30 45 days' prior notice thereof and (B) if, within 15 45 days after notice of such a proposed change is given to Lessee and the Original Head Lessee, either (1) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would have an adverse effect on the rights or obligations of Lessee or Original Head Lessee or (2) Lessee or Original Head Lessee delivers to Owner Participant and Owner Trustee (at the expense of Owner Participant) an opinion of - 45 - 49 counsel, which counsel shall be reasonably satisfactory to Owner Participant and Owner Trustee, to the effect that such proposed change in the situs of the Trust Estate would cause an increase in the amount for which Lessee may be required to indemnify any Person pursuant to the provisions of Section 10 of the Lease or for which Original Head Lessee is required to indemnify any Person pursuant to the provisions of the Second Amended and Restated Head Lease TIA, unless any and all Persons entitled to indemnification pursuant to Section 10 of the Lease or applicable provision of the Second Amended and Restated Head Lease TIA shall waive indemnification under Section 10 of the Lease or applicable provision of the Amended and Restated Head Lease TIA for any adverse tax or other consequences to it of such a change in the situs of the Trust Estate, and (C) unless Indenture Trustee receives from Owner Participant an opinion of counsel, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that such proposed change in the situs of the Trust Estate would not have an adverse effect on the validity or priority of the Lien of the Indenture and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and priority of the Lien of Indenture have been made. (c) Owner Participant agrees that if, at any time, the Trust Estate has become, or in Lessee's good faith opinion will become, subject to any Taxes for which it is indemnified pursuant to Section 10 of the Lease and if, as a consequence thereof, Lessee should request that the situs of the trust be moved to another state in the United States of America from the state in which it is then located, the situs of the trust shall be moved and Owner Participant will take whatever action may be requested by Lessee that is reasonably necessary to accomplish such removal; provided that (A) Lessee shall provide such additional tax indemnification with respect to such change of situs and request of Lessee as Original Head Lessee, Owner Participant or the Indenture Trustee (subject to the exclusions set forth in Section 10(b) of the Lease and the exclusions in the Amended and Restated Head Lease TIA) may reasonably request, (B) promptly after notice thereof Owner Participant has not notified Lessee and provided reasonable evidence of an adverse effect on Owner Participant's rights or obligations under the Trust Agreement, (C) Indenture Trustee shall have received an opinion of counsel selected by Lessee, which counsel shall be reasonably satisfactory to Indenture Trustee, to the effect that the validity and priority of the Lien of the Indenture Estate will not be adversely affected by such action, and that such Uniform Commercial Code and FAA filings as are required to maintain the validity and the priority of the Lien of the Indenture have been made, (D) Owner Participant and Indenture Trustee shall have received an opinion or opinions of counsel selected by Owner Participant to the effect that, with customary exceptions, (I) the trust, as thus removed, shall remain a validly established (d) Owner Trustee or any successor may resign or be removed by Owner Participant, a successor Owner Trustee may be appointed, and a corporation may become Owner Trustee under the Trust Agreement, only in accordance with the provisions of Article X of the Trust Agreement. Owner Participant agrees promptly to appoint a successor Owner Trustee in the event that Owner Participant has actual knowledge that Owner Trustee is not in compliance with its covenants contained herein. No successor Owner Trustee shall be appointed unless Lessee and Indenture Trustee shall have given written consent thereto, which consent shall not be unreasonably withheld. Owner Participant will not instruct Owner Trustee to terminate any Operative Document or take any action thereunder in violation of the terms thereof. Owner Participant shall not transfer any interest in the Trust Estate except in compliance with Section 10 hereof and the Trust Company shall not permit Owner Trustee to engage in any business other than owning and leasing the Engine as contemplated hereby. Lessee shall pay expenses on an after tax basis relating to the resignation or, if requested by Lessee, the removal of Owner Trustee, provided that the Owner Participant shall pay expenses relating to the removal of the Owner Trustee, if such removal was solely at the request of the Owner Participant.Section